U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 FORM 10-QSB/A-1


  X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----                                                                       
        ACT OF 1934

         For the quarterly period ended June 30, 1996

                                       OR

        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                 to                    



         Commission file number   0-9385


                              Bull Run Corporation
             (Exact name of registrant as specified in its charter)

      Georgia                                                 91-1117599
(State of incorporation                                   (I.R.S. Employer
  or organization)                                        Identification No.)

                  4370 Peachtree Road, N.E., Atlanta, GA 30319
                    (Address of principal executive offices)

                                 (404) 266-8333
                           (Issuer's telephone number)



Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter  period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  21,959,227 shares of Common Stock,
par value $.01 per share, were outstanding as of July 19, 1996.


<PAGE>



                          PART I. FINANCIAL INFORMATION
Item I.   Financial Statements

                              BULL RUN CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>      
 
                                                                                  June 30,                 December 31,
                                                                                    1996                        1995
                                ASSETS
   <S>                                                                        <C>                           <C>  
   Current assets:
      Cash and cash equivalents............................................   $     312,186                 $    145,867
      Accounts receivable..................................................       3,758,508                    3,908,802
      Inventories..........................................................       3,464,815                    3,755,443
      Refundable income taxes..............................................         111,416
      Other................................................................         182,235                      184,793
                                                                                -----------                   ----------
           Total current assets............................................       7,829,160                    7,994,905
   Property and equipment, net.............................................       2,366,883                    2,511,686
   Investment in affiliated companies......................................      29,998,641                   29,246,010
   Note receivable from affiliated company.................................      10,000,000
   Goodwill................................................................       4,158,821                    4,313,783
   Other assets............................................................         286,437                      234,020
                                                                                -----------                   ----------

                                                                               $ 54,639,942                 $ 44,300,404
                                                                                 ==========                   ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
      Notes payable........................................................    $  1,498,795                 $  1,285,000
      Accounts payable.....................................................       1,818,615                    1,590,659
      Accrued and other liabilities:
         Employee compensation and related taxes...........................         323,690                      569,209
         Interest..........................................................         436,447                      101,125
         Income taxes......................................................                                      393,227
         Other.............................................................         258,806                      316,986
                                                                                -----------                  -----------
           Total current liabilities.......................................       4,336,353                    4,256,206
                                                                                 ----------                   ----------
   Long-term debt..........................................................      25,212,000                   14,895,600
                                                                                 ----------                   ----------
   Deferred income taxes...................................................       1,184,452                    1,069,732
                                                                                 ----------                   ----------

   Stockholders' equity:
      Common stock  ($.01  par  value,  authorized  100,000,000  shares;  issued
         22,309,727 shares as of June 30, 1996 and 22,279,727 shares
         as of December 31, 1995)..........................................         223,094                      222,797
      Additional paid-in capital...........................................      20,528,566                   20,502,612
      Retained earnings....................................................       3,750,595                    3,683,091
      Treasury stock, at cost (225,500 shares as of
         June 30, 1996 and 123,000 shares as of
         December 31, 1995)................................................        (595,118)                    (329,634)
                                                                                 ------------                 ------------
            Total stockholders' equity.....................................      23,907,137                   24,078,866
                                                                                 ----------                   ----------

                                                                               $ 54,639,942                 $ 44,300,404
                                                                                 ==========                   ==========

</TABLE>

      See accompanying notes to condensed consolidated financial statements.


<PAGE>



                              BULL RUN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              AND RETAINED EARNINGS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       Three Months Ended                 Six Months Ended
                                                                            June 30                            June 30
                                                                      -------------------              ---------------------
                                                                     1996            1995             1996              1995
                                                                     ----            ----             ----              ----

<S>                                                               <C>             <C>             <C>               <C>        
     Revenue from printer operations........................      $5,810,464      $7,132,058      $11,854,785       $14,571,089
     Cost of goods sold.....................................       4,151,990       4,978,172        8,421,391        10,139,001
                                                                   ---------       ---------        ---------        ----------
             Gross profit...................................       1,658,474       2,153,886        3,433,394         4,432,088
                                                                   ---------       ---------        ---------         ---------

     Other operating revenue:
        Consulting fees.....................................           1,674         360,000          368,348           435,000
        Royalties...........................................                                            1,032
                                                                  ----------       ----------      ----------         ---------  
                                                                       1,674         360,000          369,380           435,000
                                                                  ----------       ----------      ----------         ---------
     Operating expenses:
        Research and development............................         382,338         459,015          836,999           908,238
        Selling, general and administrative.................       1,096,481       1,298,519        2,422,408         2,680,085
                                                                   ---------       ---------        ---------         ---------
                                                                   1,478,819       1,757,534        3,259,407         3,588,323
                                                                   ---------       ---------        ---------         ---------

     Income from operations.................................         181,329         756,352          543,367         1,278,765

     Other income (expense):
        Equity in earnings of affiliated companies..........         693,939         198,661          709,809           220,053
        Interest, net.......................................        (311,921)       (289,378)        (595,870)         (350,683)
                                                                   -----------     ----------       -----------       ----------

     Income before income taxes and cumulative
             effect of accounting change....................         563,347         665,635          657,306         1,148,135

     Income tax provision...................................         270,453         289,279          315,553           504,264
                                                                   ---------       ---------        ---------         ---------

     Income before cumulative effect of
            accounting change...............................         292,894         376,356          341,753           643,871

     Cumulative effect of accounting change
            recognized by affiliated company (net
           of $141,280 tax benefit)........................                                          (274,248)
                                                                   ----------     -----------       -----------        ---------

     Net income.............................................         292,894         376,356           67,505           643,871

     Retained earnings, beginning of period.................       3,457,701       3,227,540        3,683,090         2,960,025
                                                                   ---------       ---------        ---------         ---------

     Retained earnings, end of period.......................      $3,740,595      $3,603,896       $3,750,595        $3,603,896
                                                                   =========       =========        =========         =========

     Earnings per share:
        Income before cumulative effect of
            accounting change...............................          $  .01          $  .02           $  .01            $  .03
        Cumulative effect of accounting change..............                                             (.01)
                                                                      ------           -----            -----            ------    
        Net income..........................................          $  .01          $  .02           $  .00            $  .03
                                                                       =====           =====            =====             =====
     Weighted average number of common
             shares outstanding.............................      23,083,978      23,183,262       23,099,180        23,131,497



     See accompanying notes to condensed consolidated financial statements.

</TABLE>

<PAGE>




                              BULL RUN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                Six Months Ended June 30
                                                                                               ------------------------
                                                                                                1996              1995
                                                                                                ----               ----
     <S>                                                                                    <C>              <C>
     Cash flows from operating activities:
             Net income.............................................................        $   67,505        $   643,871
             Adjustments to reconcile net income to net cash
                     provided by operating activities:
                  Cumulative effect of accounting change............................           415,528
                  Depreciation and amortization.....................................           496,970            541,452
                  Equity in earnings of affiliated companies........................          (709,809)          (220,053)
                  Change in operating assets and liabilities:
                     Accounts receivable............................................           150,294            390,719
                     Inventories....................................................           290,628         (1,777,604)
                     Other current assets...........................................             2,558           (103,942)
                     Accounts payable and accrued expenses..........................          (245,065)           755,856
                     Deferred income taxes..........................................           114,720
                                                                                           -----------
                  Net cash provided by operating activities.........................           583,329            230,299
                                                                                           -----------         ----------

     Cash flows from investing activities:
             Sale of marketable securities..........................................                              500,000
             Capital expenditures...................................................          (199,622)          (546,065)
             Investment in affiliated companies.....................................          (483,182)       (12,094,539)
             Note purchased from affiliated company.................................       (10,000,000)
             Dividends received from affiliated companies...........................            24,832             44,813
                                                                                           -----------        -----------
                  Net cash used in investing activities.............................       (10,657,972)       (12,095,791)
                                                                                            ----------         ----------

     Cash flows from financing activities:
             Borrowings on revolving lines of credit................................         5,798,195          5,785,750
             Repayments on revolving lines of credit................................        (5,268,000)        (4,602,750)
             Proceeds from long-term debt...........................................        10,000,000         13,500,000
             Repayments on long-term debt...........................................                           (3,000,000)
             Loan commitment fee....................................................           (50,000)          (101,250)
             Repurchase of common stock.............................................          (265,484)          (153,134)
             Exercise of incentive stock options....................................            26,251             22,750
                                                                                           -----------         ----------
                  Net cash provided by financing activities.........................        10,240,962         11,451,366
                                                                                            ----------         ----------

     Net increase (decrease) in cash and cash equivalents...........................           166,319           (414,126)
     Cash and cash equivalents, beginning of period.................................           145,867            824,207
                                                                                           -----------         ----------

     Cash and cash equivalents, end of period.......................................     $     312,186      $     410,081
                                                                                           ===========        ===========

     Supplemental cash flow disclosures:
             Interest paid..........................................................      $    653,293      $      95,521
             Income taxes paid......................................................           566,650            187,876


</TABLE>

     See accompanying notes to condensed consolidated financial statements.


<PAGE>



                              BULL RUN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. In management's  opinion, the accompanying  unaudited condensed  consolidated
financial  statements  reflect  all  adjustments  (consisting  solely of normal,
recurring  adjustments)  necessary to present fairly the financial  position and
results  of  operations  for  the  interim  periods  reported.  These  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial statements contained in the Annual Report on Form 10-KSB
of Bull Run Corporation ("Bull Run") for the year ended December 31, 1995.


2. The accompanying  condensed  consolidated  financial  statements  include the
accounts  of Bull  Run  and  its  wholly-owned  subsidiary,  Datasouth  Computer
Corporation  ("Datasouth"),  after  elimination  of  intercompany  accounts  and
transactions.

 Bull Run, through Datasouth, owns approximately 27.1% of the outstanding common
stock of Gray Communications  Systems, Inc. ("Gray").  Bull Run accounts for its
investment in Gray common stock by the equity  method.  The excess of Bull Run's
investment  over the  underlying  equity of Gray is being  amortized  over forty
years.  The  amortization  is reported as a  reduction  in Bull Run's  equity in
earnings  of  affiliated  companies.  Bull  Run  recognized  consulting  fees of
$368,000  and  $435,000  in the  six  months  ended  June  30,  1996  and  1995,
respectively,  for services rendered in connection with Gray's acquisitions.  As
of June 30, 1996,  income from  additional  consulting fees of $397,000 has been
deferred and will be recognized as Gray amortizes  goodwill  associated with the
acquisitions over a forty year period. Based in Albany,  Georgia,  Gray owns and
operates  three  NBC  and  three  CBS  affiliated  television  stations,   three
newspapers  and  other  print  advertising  publications.  Gray is a party  to a
definitive  agreement  relating  to the  purchase  by  Gray  of  two  additional
television stations, a satellite  broadcasting  operation and a paging business.
Gray  is  also a  party  to an  agreement  relating  to the  sale  of one of its
currently owned television stations.

 In January 1995,  Bull Run acquired a 6.9% interest in the  outstanding  common
stock of Host Communications, Inc. ("HCI") for $906,000. In March 1995, Bull Run
acquired 50% of the outstanding common stock of Capital Sports Properties,  Inc.
("CSP")  for  approximately  $9,700,000.  CSP's  assets  consist  of  all of the
outstanding  HCI 8% Series B cumulative  preferred  stock with a stated value of
$100 per share and  warrants to purchase  447,002  shares of HCI common stock at
$.01 per share. Since March 1995, Bull Run has acquired additional common shares
of both HCI and CSP, effectively  increasing its ownership in HCI to 9.4% of the
currently  outstanding  common shares,  and 30.8% of the "fully converted" total
common  shares.  HCI  provides  media and  marketing  services to  universities,
athletic conferences and the National Collegiate Athletic Association  ("NCAA").
Bull Run has accounted for its  investments  in CSP and HCI by the equity method
since March 1995.

 Bull Run recognizes its equity in earnings of HCI on a six month lag basis,  in
order to align HCI's  fiscal year  ending June 30 with Bull Run's  fiscal  year.
Effective July 1, 1995 (the first day of HCI's 1996 fiscal year),  HCI adopted a
new  accounting  policy for the  recognition  of corporate  sponsor  license fee
revenue and guaranteed


<PAGE>



rights  fee  expenses,  since the nature of HCI's  contracts  were  changing  to
include revenue-sharing or net profit split arrangements, rather than guaranteed
rights fee payments.  As a result,  the rights fee expense  associated with this
type of contract  could not be accurately  measured until the expiration of each
contract  period  when  the  revenue-sharing  or net  profit  split  amount  was
determined. Under the new policy, license fee revenue and rights fee expense are
recognized on a  straight-line  basis over the life of the contract,  instead of
recognizing  revenue and expense in their  entirety on the effective date of the
contract, thereby providing for the uniform matching of revenue and expenses. As
a result of such  adoption,  HCI  recognized a $4.6 million  charge  against its
first quarter  earnings,  representing  the after-tax  cumulative  effect of the
accounting change. Bull Run has reported 9.1% of such charge, or $415,000,  less
a $141,000  deferred tax  benefit,  as a charge  against its first  quarter 1996
earnings.

 Assuming  the CSP  investment  had  occurred  on  January  1,  1995 and the HCI
accounting  change had been applied  retroactively in 1995, pro forma net income
and  earnings  per  share  would  have  been  approximately  $547,000  and $.02,
respectively,  for the six months ended June 30, 1995,  compared to $342,000 and
$.01,  respectively,  for the six months ended June 30, 1996, and  approximately
$379,000  and $.02,  respectively,  for the three  months  ended June 30,  1995,
compared to $293,000 and $.01, respectively, for the three months ended June 30,
1996,  after  giving  effect to pro forma  adjustments  to Bull Run's  equity in
earnings of HCI, interest expense associated with the acquisition  financing and
the related income tax effects.

 In September  1995,  HCI sold  certain of its  operations  to Universal  Sports
America,  Inc. in exchange for a 33.8% common equity  position.  The transaction
resulted in a gain,  net of tax, of  approximately  $4.0  million for HCI,  Bull
Run's share of which amounted to $377,000,  as reflected in Bull Run's equity in
earnings of affiliated companies for the second quarter of 1996.  Recognition of
the gain  impacted  Bull Run's net  income  for the three  months and six months
ended  June  30,  1996  by  approximately  $196,000,  or  $.01  per  share.  The
recognition of this gain by HCI was not determined by HCI until after their year
ended June 30, 1996. Accordingly, Bull Run has amended its previously filed Form
10-QSB on this Form  10-QSB/A-1 to reflect its share of such gain and its effect
on income taxes in the appropriate quarter.

 Aggregate  operating results of affiliated  companies  (reflecting Gray and CSP
for the three months and six months ended June 30, 1996 and 1995,  combined with
HCI for the three months and six months ended December 31, 1995 and 1994) are as
follows:
                                   Three Months Ended        Three Months Ended
                                        June 30, 1996             June 30, 1995
                                   -----------------------   ------------------
 Operating revenue                     $ 25,409,000             $ 29,890,000
 Income from operations                   4,634,000                4,695,000
 Net income                               1,348,000                1,966,000

                                    Six Months Ended          Six Months Ended
                                        June 30, 1996            June 30, 1995
                                   -----------------------   -----------------
 Operating revenue                      $ 49,359,000            $ 49,731,000
 Income from operations                    7,312,000               5,981,000
 Income before cumulative effect
    of accounting change                   1,597,000               2,571,000
 Net income (loss)                        (2,962,000)              2,571,000



<PAGE>




3.        Inventories associated with Datasouth's printer manufacturing 
operations consist of the following:

                          June 30,          December 31,
                           1996                 1995

   Raw materials       $ 2,495,785         $ 2,489,539
   Work-in-process         678,737             617,397
   Finished goods          290,293             648,507
                        ----------          ----------
                       $ 3,464,815         $ 3,755,443
                         =========           =========


4. In January 1996,  Bull Run entered into a Note Purchase  Agreement  with Gray
pursuant to which Bull Run  purchased  an 8%  Subordinated  Note (the "8% Note")
issued by Gray in the principal  amount of $10,000,000 due in January 2005, with
interest due quarterly.  Through June 30, 1996, Bull Run has recognized $393,333
in  interest  income  on the 8% Note.  In  connection  with  the  Note  Purchase
Agreement,  Gray issued to Bull Run warrants to purchase up to 487,500 shares of
Gray common stock at approximately $17.88 per share. Warrants for 300,000 of the
487,500  shares are fully vested,  with the remaining  warrants  vesting in five
annual  installments of 37,500 shares each beginning January 1997,  assuming the
8% Note remains outstanding.  Vested warrants become exercisable in January 1998
and expire in January 2006. The 8% Note is  subordinated  to Gray's  outstanding
debt to a bank and an  institutional  lender.  Bull Run financed the purchase of
the 8% Note  with a  $10,000,000  increase  in its  outstanding  bank  term loan
borrowings in January 1996.


5. On April 3, 1996, Datasouth entered into a Credit Agreement with a bank which
provides  for  revolving  loans  of up to  $3,000,000  through  April  1999.  At
Datasouth's  discretion,  certain loans under the Credit Agreement bear interest
at LIBOR plus 2.25%,  while other loans bear  interest at the bank's prime rate.
As of December  31,  1995,  $1,285,000  was  outstanding  under a line of credit
replaced by the Credit Agreement.

          Bull Run also has a revolving credit facility  providing for available
borrowings of up to $1,500,000  until April 1, 1997,  under which $1,498,795 has
been borrowed as of June 30, 1996.


6. The principal  differences  between the federal statutory tax rate of 34% and
the  effective  tax rates of 48.0% and 43.5% for the three months ended June 30,
1996 and 1995,  respectively,  and 48.0% and 43.9% for the six months ended June
30, 1996 and 1995,  respectively,  are nondeductible  goodwill  amortization and
state income taxes.


7. Earnings per share is based on the weighted  average number of shares of Bull
Run common stock and common stock equivalents (i.e., stock options)  outstanding
during the period, computed in accordance with the treasury stock method.



<PAGE>



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of Operations

          Total revenue for the three months ended June 30, 1996, primarily from
the  printer   manufacturing   operations  of  Datasouth  Computer   Corporation
("Datasouth"),  a wholly-owned  subsidiary of Bull Run Corporation ("Bull Run"),
was $5,810,000, compared to $7,132,000 for the same period in 1995. Gross profit
for the three months ended June 30, 1996 and 1995 was 28.5% and 30.2% of printer
revenue, respectively.  Total revenue for the six months ended June 30, 1996 was
$11,855,000,  compared to $14,571,000 for the same period in 1995.  Gross profit
for the six months  ended June 30,  1996 and 1995 was 29.0% and 30.4% of printer
revenue, respectively.

          Revenue from printer operations was lower than the 1995 periods, which
benefitted from strong orders from several key customers.  For example,  printer
sales to The SABRE Group,  Inc.  ("SABRE"),  an affiliate of American  Airlines,
were  approximately  $1.6  million for the three months and $3.7 million for the
six months ended June 30, 1996,  as compared to  approximately  $2.4 million and
$4.7 million for the same respective  periods in 1995. Also,  printer sales to a
large  distributor  were  lower by $0.3  million  for the three  months and $0.9
million for the six months  ended June 30, 1996,  compared to the 1995  periods,
due to a significant printer installation project by the distributor's  customer
maturing  in late  1995.  Short  term  revenue  trends in the  printer  business
fluctuate due to variable  ordering patterns of these and other large customers.
Despite this  volatility,  revenue from printer  operations has been  consistent
over the past four successive quarters.  During the quarter ended June 30, 1996,
Datasouth  began shipping two new products,  a high speed version of the Documax
dot matrix  printer and the  WinLiner,  a portable  thermal  printer.  Datasouth
expects a gradually increasing contribution from these new products.

          Bull Run  periodically  charges  consulting  fees,  payable in monthly
installments,  for  management  assistance  to its  27.1%-owned  investee,  Gray
Communications   Systems,   Inc.   ("Gray"),   relative  to  Gray's  acquisition
activities.  No fees were  charged  during the three months ended June 30, 1996,
however  $500,000 was charged in the first  quarter of 1996. As a result of Bull
Run's 27.1% ownership of Gray,  $135,000 of the $500,000  charged during the six
months  ended  June 30,  1996 was  deferred  to future  periods  for  accounting
purposes.  Deferred  consulting fees, totaling $397,000 as of June 30, 1996, are
currently recognized as income over forty years. In 1995,  consulting fee income
of  $435,000  was  recognized  during  the six months  ended  June 30,  1995 for
management  assistance in connection  with Gray's  acquisitions  of a television
station and a newspaper  publishing  operation.  While there can be no assurance
that  Bull  Run will  recognize  any  consulting  fees in the  future,  Bull Run
anticipates  that  additional  fees will be  recognized  by the closing  date of
Gray's pending acquisition of two television stations, a satellite  broadcasting
operation and a paging business, in connection with additional services provided
relative to that transaction.


<PAGE>

          Operating  expenses of $1,479,000  for the three months and $3,259,000
for the six months  ended June 30, 1996  represented  a 16% and a 9%  reduction,
respectively,  in comparison  with the same periods last year, due to reductions
in  compensation  expenses  and  certain  general and  administrative  expenses.
Operating expenses included goodwill amortization  attributable to the Datasouth
merger,  amounting to approximately  $77,000 for each of the three month periods
and $155,000 for each of the six month periods ended June 30, 1996 and 1995.

          Equity in earnings of  affiliated  companies,  totaling  $694,000  and
$199,000  for the three  months  ended  June 30,  1996 and  1995,  respectively,
included  Bull  Run's   proportionate  share  of  the  earnings  of  Gray,  Host
Communications,  Inc.  and  Capital  Sports  Properties,  Inc.,  net of goodwill
amortization totaling $107,000 and $94,000 for the respective periods. Equity in
earnings of  affiliated  companies  totaled  $710,000  and  $220,000 for the six
months ended June 30, 1996 and 1995, respectively,  net of goodwill amortization
totaling $214,000 and $180,000 for the respective periods.

          Interest expense, net of interest earned on an 8% Subordinated Note of
Gray in the  principal  amount  of  $10,000,000  due in 2005  (the  "8%  Note"),
totaling  $312,000  for the three  months and  $596,000 for the six months ended
June 30, 1996,  resulted from the  $23,500,000  term loans and borrowings on the
Bull Run's revolving credit facilities. Net interest expense of $289,000 for the
three months and $351,000 for the six months ended June 30, 1995  resulted  from
the initial  $13,500,000 term loans entered into during March 1995, a $3,000,000
term loan which was replaced by the 8% Note and  short-term  borrowings on lines
of credit and revolving credit facilities.

          The principal  differences  between the federal  statutory tax rate of
34% and the  effective  tax rates of 48.0% and 43.5% for the three  months ended
June 30,  1996 and 1995,  respectively,  and 48.0% and 43.9% for the six  months
ended  June  30,  1996  and  1995,  respectively,   are  nondeductible  goodwill
amortization and state income taxes.

Liquidity and Capital Resources

          In  January  1996,  Bull Run  purchased  from  Gray the 8% Note,  with
interest  receivable  quarterly  beginning  March  31,  1996.  The  8%  Note  is
subordinated to Gray's  outstanding debt to a bank and an institutional  lender.
Bull Run financed the purchase  with a $10,000,000  increase in its  outstanding
bank term loan borrowings.  The bank term loans, totaling $23,500,000 as of June
30, 1996, are payable in monthly  installments  of $200,000  beginning  February
1999,  and  currently  bear  interest  at  the  London  Interbank  Offered  Rate
("LIBOR"), plus 1.75%, which was 7.25% as of June 30, 1996.


<PAGE>


          Bull  Run  has  a  revolving  bank  credit  facility  providing  up to
$1,500,000 of available credit,  expiring in April 1997, bearing interest at the
bank's  prime  rate,  which was  8.25% as of June 30,  1996.  Substantially  all
available  funds had been borrowed on this credit  facility as of June 30, 1996.
In addition,  Datasouth has a revolving bank credit facility providing for loans
of up to $3,000,000  through April 1999,  bearing interest  principally at LIBOR
plus  2.25%,  which  was 7.70% as of June 30,  1996.  As of June 30,  1996,  the
outstanding balance of Datasouth's revolving credit facility was $1,712,000.

          Bull Run's total  working  capital of $3.5 million as of June 30, 1996
approximated total working capital as of December 31, 1995.

          In April 1996,  Bull Run  announced  that its Board of  Directors  had
reauthorized  the  repurchase  of up to  2,000,000  shares of its common  stock.
Repurchases  may be made from time to time in the open market or  directly  from
shareholders at prevailing  market prices,  and may be discontinued at any time.
During the six months ended June 30, 1996,  102,500 shares were repurchased at a
total cost of $265,000.  Subsequent  to June 30,  1996,  an  additional  125,000
shares were repurchased at a total cost of $319,000.  Bull Run has repurchased a
total of 375,500  shares at an average cost of $2.60 per share since the initial
Board authorization in November 1994.

          Bull Run anticipates that its current working capital, funds available
under the revolving credit  facilities,  interest income on the 8% Note and cash
flow  from  operations  will be  sufficient  to fund its debt  service,  working
capital  requirements  and capital  spending  requirements for at least the next
twelve  months.   Any  capital  required  for  potential   additional   business
acquisitions  would have to be funded by  issuing  additional  securities  or by
entering into other financial arrangements.




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PART II.   OTHER INFORMATION

Item 4.           Submission of Matters to a Vote of Security Holders

         An annual  meeting  of Bull  Run's  shareholders  was held in  Atlanta,
Georgia on April 23, 1996. All of the proposals  considered by shareholders were
approved, as follows:

(1) Proposal to elect Gerald N. Agranoff, James W. Busby, Hilton H. Howell, Jr.,
Robert S. Prather,  Jr., Alex C. Ritchie and J. Mack Robinson as directors until
the next annual meeting of  shareholders  and until their  successors  have been
elected  and  qualified:

                    For:                                 20,262,722 
                    Withholding  vote for at  least  one
                           nominee:                          17,900

(2)  Proposal  to  confirm  the  appointment  of Ernst & Young LLP as Bull Run's
independent public accountants for the year ending December 31, 1996:
                  For:                            20,270,712
                  Against:                            17,700
                  Abstain:                            19,225

Item 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits
                      Exhibit 11 - Computation of Earnings Per Share
                      Exhibit 27 - Financial Data Schedule

          (b)     Reports on Form 8-K
                      None



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            BULL RUN CORPORATION



Date:  November 12, 1996           By:      /s/ FREDERICK J. ERICKSON
                                            -------------------------
                                            Frederick J. Erickson
                                            Vice President-Finance, Treasurer
                                            and Assistant Secretary

                (Mr. Erickson is the Chief Financial Officer and
                  has been duly authorized to sign on behalf of
                                the registrant.)


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