SECURITIES AND EXCHANGE COMMISSION 
                              Washington, DC  20549
                             SCHEDULE 14A INFORMATION 
                                 Proxy Statement 
         (Pursuant to Section 14(a) of the Securities Exchange Act of 1934)

                           Filed by the Registrant [ X ]
                   Filed by a Party other than the Registrant [  ]

                             Check the appropriate box:
                         [  ] Preliminary Proxy Statement 
                          [X] Definitive Proxy Statement 
                        [   ] Definitive Additional Materials 
        [   ] Soliciting Materials Pursuant to  240.14a-11 or 240.14a-12

                           KILLEARN PROPERTIES, INC. 
                 (Name of Registrant as specified in its Charter)

                           KILLEARN PROPERTIES, INC. 
                  (Name of Person(s) Filing Proxy Statement 

               Payment of Filing Fee (Check the appropriate box):

                              [X]  No fee required.
 [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

(1)  Title of each class of securities to which transaction applies:

(2)  Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to
     Exchange Act Rule 0-11:1

(4)  Proposed maximum aggregate value of transaction:

[ ]  Check box if any part of the fee is offset as provided by Exchange Act 
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid 
previously.  Identify the previous filing by registration statement number, or 
the Form or Schedule and the date of its filing. 

   (1) Amount Previously Paid:

   (2) Form, Schedule or Registration No.:

   (3) Filing Parties:

   (4) Date Filed:









                     NOTICE  OF ANNUAL SHAREHOLDER MEETING

To the Shareholders of Killearn Properties, Inc.

The 1998 Annual Meeting of Shareholders (the "Annual Meeting") of Killearn
Properties, Inc., a Florida corporation (the "Company"), will be held at 
the Corporate Office at 385 Country Club Drive, Stockbridge, Georgia,
on Friday, September 25, 1998, at 10:00 A.M., local time, for the following
purposes:

     (1) To elect one person to the Company's Board of Directors, as is more
fully described in the accompanying Proxy Statement, to hold office until 
his term of office expires and until their successors are duly elected 
and qualified;  and
     (2) To transact such other business as may properly come before the 
Annual Meeting and any and all adjournments thereof.

The Board of Directors has fixed the close of business on July 31, 1998,
as the record date for determination of shareholders entitled to notice of, 
and to vote at, the Annual Meeting and at any and all adjournments thereof.

Whether or not you expect to be present, please sign, date and return the 
enclosed proxy card in the enclosed pre-addressed envelope as promptly as 
possible.  No postage is required if mailed in the United States.

                                    By Order of the Board of Directors

                                    Becky Christian
                                    Secretary

August 14, 1998

THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND 
THE MEETING IN PERSON.  THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE 
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS 
PROMPTLY AS POSSIBLE.  SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS 
ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.



















                            KILLEARN PROPERTIES, INC.
                             385 COUNTRY CLUB DRIVE
                           STOCKBRIDGE, GEORGIA 30281

                                 PROXY STATEMENT

                       1998 Annual Meeting of Shareholders
                         To Be Held on September 25, 1998

This Proxy Statement is furnished in connection with the solicitation by the 
Board of Directors of KILLEARN PROPERTIES, INC., a Florida corporation (the 
"Company"), of proxies from the holders of the Company's common stock for use 
at the 1998 Annual Meeting of Shareholders of the Company to be held at the 
Company's corporate offices at 385 Country Club Drive, Stockbridge, 
Georgia 30281, on Friday, September 25, 1998 at 10:00 A.M., local time, and at 
any and all adjournments or postponements thereof (the "Annual Meeting"), 
pursuant to the enclosed Notice of Annual Meeting.

The Annual Report to Shareholders of the Company for the fiscal year ended 
April 30, 1998 (the "Annual Report"), is being mailed with this Proxy 
Statement but does not form a part hereof.  Shareholders should review the 
information provided herein in conjunction with the Annual Report.

This Proxy Statement and the accompanying form of proxy are first scheduled to 
be mailed to shareholders of the Company on or about August 25, 1998.


INFORMATION CONCERNING PROXY

The enclosed proxy is solicited on behalf of the Company's Board of Directors. 
all proxies which are properly executed will be voted at the Annual Meeting as 
specified in the form of proxy.  The giving of a proxy does not preclude the 
right to vote in person should any shareholder giving the proxy so desire.  
Shareholders have an unconditional right to revoke their proxy at any time 
prior to the exercise thereof, either in person at the Annual Meeting or by 
filing with the Company's Secretary at the Company's headquarters a written 
revocation or duly executed proxy bearing a later date; however, no such 
revocation will be effective unless written notice of the revocation is 
received by the Company at or prior to the Annual Meeting.

The cost of preparing, assembling and mailing this Proxy Statement, the Notice 
of Annual Meeting of Shareholders and the enclosed proxy is to be borne by the 
Company.  In addition to the use of mail, officers, directors and employees of
the Company may solicit proxies personally and by telephone.  Such persons will
receive no compensation for soliciting proxies.  The Company may request 
banks, brokers and other custodian, nominees and fiduciaries to forward 
copies of the proxy material to their principals and to request authority 
for the execution of proxies, and will reimburse such persons for their 
expenses in so doing.









PURPOSE OF THE MEETING

At the Annual Meeting, the Company's shareholders will consider and vote upon 
the following matters:
     (1) To elect one person to the Company's Board of Directors to hold 
office until his term of office expires and until his successor is duly 
elected and qualified;  and
     (2) To transact such other business as may properly come before the 
Annual Meeting and any and all adjournments thereof.

Unless contrary instructions are indicated on the enclosed proxy, all shares 
represented by valid proxies received pursuant to this solicitation (and which 
have not been revoked in accordance with the procedures set forth above) will 
be voted in favor of all proposals described in the Notice of Annual Meeting.  
In the event a shareholder specifies a different choice by means of the 
enclosed proxy, his shares will be voted in accordance with the specification 
so made.

Outstanding Share of Common Stock and Voting Rights

In accordance with the provisions of the Florida Business Corporation Act and 
the Bylaws of the Company, the Board of Directors of the Company has fixed the 
close of business on July 31, 1998 as the record date (the "Record 
Date") for determination of shareholders entitled to notice of, and to vote 
at, the Annual Meeting.  Only shareholders of record on the Record Date will 
be entitled to vote at the Annual Meeting.

As of the Record Date, there were issued and outstanding 887,412 shares of 
common stock of the Company, par value $.10 per share (the "Common Stock").  
Each share of Common Stock entitles the holder thereof to one vote on all 
matters brought before the Annual Meeting.   The presence in person or by 
proxy of a majority of the shares of Common Stock shall constitute a quorum at 
the Annual Meeting.  To be elected, nominees for Director must receive a 
plurality of the votes cast by holders of shares of Common Stock present or 
represented at the Annual Meeting.  Abstentions are considered as shares 
present and entitled to vote for purposes of determining the presence of a 
quorum and for purposes of determining the outcome of any matter submitted to 
the stockholders for a vote, but are not counted as votes "for" or "against"  
any matter.  The inspector of elections will treat shares referred to as 
"broker or nominee non-votes" (shares held by brokers or nominees as to which 
instructions have not been received from the beneficial owners or persons 
entitled to vote and the broker or nominee does not have discretionary voting 
power on a particular matter) as shares that are present and entitled to vote 
for purposes of determining the presence of a quorum.  For purposes of 
determining the outcome of any matter as to which the proxies reflect broker 
or nominee non-votes, shares represented by such proxies will be treated as 
not present and not entitled to vote on that subject matter and therefor would 
not be considered by the inspectors when counting votes cast on the matter 
(even though those shares are considered entitled to vote for quorum purposes 
and may be entitled to vote on other matters).  If less than a majority of the 
outstanding shares of Common Stock are represented at the  Annual Meeting, a 
majority of the shares so represented may adjourn the Annual Meeting from time 
to time without further notice.



Security Ownership of Management

As of July 15, 1998, the beneficial ownership of shares of Common Stock by 
each of the Company's present directors and nominees and all of the Company's 
present directors and  executive officers as a group was as set forth in the 
following table:




                                                             

                 Name and Address            Number of shares       Percent
Title of Class   of Beneficial Owner         Beneficially Owned    of Class

Common           J. T. Williams, Jr.         32,000   (3)              3.6%
                 100 Eagle's Landing Way
                 Stockbridge, GA  30281

Common           Mallory E. Horne            -0-                        --
                 Rt. 1, Box 942
                 Tallahassee, FL  32317

Common           Melvin L. Pope, Jr.         300      (2)               (1)
                 625 N. Adams Street
                 Tallahassee, FL  32301

Common           David K. Williams           -0-                        --
                 385 Country Club Dr.
                 Stockbridge, GA 30281

Common           All Directors and           32,300   (2)(3)           3.6%
                 Executive Officers of
                 the Company, including
                 the above named individuals
                 as a Group (4 persons)





(1) Less than 1% of number of issued and outstanding shares of Common Stock.
(2) Includes 25 shares of Common Stock held by Mr. Pope's wife and 
275 shares of Common Stock held by Mr. Pope as custodian for his children.
(3) Includes 32,000 shares held by Killearn, Inc., a corporation controlled by 
J.T. Williams, Jr.











Ownership of Common Stock by Certain Beneficial Owners
 
The following table sets forth certain information as of July 15, 1998 
with respect to all persons and entities known by the Company to be the 
beneficial owners of more than five percent (5%) of the outstanding stock of 
the Company's Common Stock:


                                                        

                    Name and Address           Number of shares      Percent of
Title of Class      of Beneficial Owner        Beneficially Owned      class

Common              Killearn Properties, Inc.         86,280             9.72%
                    Profit Sharing Plan
                    385 Country Club Drive
                    Stockbridge, GA  30281

Common              Wimberly Investment Funds, L.P.  315,430     (1)     35.6%
                    Suite 300
                    3000 Corporate Center Drive 
                    Morrow, GA  30260

Common              Proactive Technologies, Inc.     132,000     (1)     14.9%
                    7118 Beech Ridge Trail
                    Tallahassee, FL  32312

Common              Southeastern Asset
                    Management, Inc.                  82,000     (2)      9.2%
                    Suite 301, 860 Ridge
                    Lake Blvd.
                    Memphis, Tennessee 38119




(1)  Based on filings made with the Securities and Exchange Commission.

(2)   According to Schedule 13-D, these shares are subject to option with 
Proactive Technologies, Inc.

Change in Control

In January 1998, the Wimberly Investment Fund, L.P. ("Wimberly"), filed 
a Schedule 13D disclosing that it had acquired beneficial ownership of 315,430 
shares of Common Stock, or approximately 35.5% of the outstanding Common Stock.
According to the Schedule 13D, Wimberly is a Georgia limited partnership whose 
sole general partner is Hudson Bridge Company, Inc., a Georgia corporation.  
James M. Baker is the President and Director of Hudson Bridge Company, Inc. 
and Frank Baker is a Director of Hudson Bridge Company, Inc.  According to 
the Schedule 13D, (i) Wimberly purchased the 315,430 shares of Common Stock 
from Proactive Technologies, Inc. ("Proactive"), in a private foreclosure sale 
conducted by Killearn, Inc., as a secured creditor, on January 15, 1998, for 
$7.25 per share, (ii) the acquisition was financed by a 1 year, 8.5% loan 
from Killearn, Inc., secured by a pledge of the acquired shares and (iii) 
Wimberly has acquired the shares for investment purposes only.  The Company 
does not have any arrangements or understandings with Wimberly, including 
but not limited to election of Directors, and changes of officers, or any 
Other matters relating to the management of the Company.  J.T. Williams Jr., 
a director of the Company, is the President and a director of Killearn, Inc. 
and David K. Williams, the Company's President and Director, is a director and 
shareholder of Killearn Inc. Messrs. J.T. and David K Williams own 66.36% and 
12.045% respectively, of Killearn Inc.


ELECTION OF DIRECTORS

The business of the Company is managed by the Company's Board of Directors 
which, in accordance with the Company's Articles of Incorporation and Bylaws, 
may consist of not less than three nor more than fifteen persons.  The Board 
of Directors has fixed the number of directors of the Company at four 
persons and, at present, there are four persons serving on the Company's 
Board of Directors.

The Company's Articles of Incorporation provide that the Board of Directors 
shall be divided into four classes and that each class shall be as nearly 
equal in number as possible.  As a result, the Company has four classes of 
directors, with each class comprised of one director.  Each class of the 
Company's directors serves for a period of four years. The term of office 
of the one director expires in 2002, while the terms of office of the 
Company's other three classes of directors will expire in 1999, 2000 and 2001, 
respectively.  The nominee for director listed below intends, if elected, to 
hold office until his term of office expires in 2002 and until his successor 
is duly elected and qualified.  In the event that a nominee is unable to serve 
for any reason, the proxies will be voted by the proxy-holders for a 
substitute chosen by the Board of Directors. 

The following table sets forth certain information with respect to the nominee 
for director and the directors continuing in office:

NOMINEES FOR DIRECTOR




                                                                

                          Business                          Director      Term
Name                Age   Experience                        Since       Expires

Mallory E. Horne     73   Of counsel to the law firm of       1990         1998
                          Akerman, Senterfitt & Eidson, PA 
                          Director, Public Employee 
                          Relations Commission, State 
                          of Florida, from 1991 to 1996. 
                          Former Member Florida Senate and 
                          Florida House of Representatives.

Current Directors Whose Terms of Office Will Continue Subsequent to the Annual 
Meeting
                          Business                          Director      Term
Name                Age   Experience                        Since       Expires

J.T. Williams, Jr.   65   Chairman of the Board and          1964          2001
                          President of the Company
                          from 1970 until October 1996;
                          President of Killearn, Inc., 
                          a privately owned company which
                          owned and managed the Eagle's Landing 
                          Golf and County Club until May 1998, 
                          and owns the Inn at Eagles Landing 
                          since October 1996. 

Melvin L. Pope, Jr.  65   General Agent, Northwestern        1977          2000
                          Mutual Life Insurance Company, 
                          for more than twenty years.

David K. Williams    38   President of the Company           1992          1999
                          since August 1997 and Chief
                          Executive Officer of the Company 
                          since January 1998.  Executive
                          Vice President of the Company
                          from May 1994 to August 1997.
                          President of the Company's Florida 
                          operations from June 1989 to 
                          May 1994.



No family relationship exists between any of the members of the Board of 
Directors of the Company, or between any of the members of the Board of 
Directors and the executive officers of the Company, except that J. T. 
Williams, Jr., Director, is the father of David K. Williams, Director and 
President.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION 
OF THE NOMINEES FOR DIRECTOR.

The Board of Directors
and Committees of the Board

The Board of Directors of the Company held a total of fifteen meetings during 
the fiscal year ended April 30, 1998.  No director attended fewer than 75% of 
the total number of meetings of the Board of Directors and the total number of 
meetings of the Committees on which he served.  For fiscal 1998, each director 
was paid a fee for their services of $9,000.  For fiscal 1999, each director 
will receive a fee for their services of $12,000.   Directors are reimbursed 
for their out-of-pocket expenses incurred in attending Board and committee 
meetings.  J.T. Williams, Jr. also receives compensation under an employment 
entered into September 1996.  See "Certain Relationships and Related 
Transactions 

The Company's Board of Directors has an Audit Committee and a Compensation 
Committee. The Company's Board of Directors does not have a Nominating 
Committee.  This function is performed by the Company's Board of Directors as 
a whole.  During fiscal 1998, additional fee of $10,000 was paid to each of 
Messrs. Horne and Pope by the Company for their services on committees of the 
Board.

Audit Committee

The Audit Committee is comprised of Messrs. Horne and Pope. During the fiscal 
year ended April 30, 1998, one meeting of the Audit Committee was held.

The Audit Committee's responsibility is to ascertain that the Company's 
financial statements reflect fairly the financial condition of the Company and 
to appraise the soundness, adequacy and application of accounting and 
operating controls.  The Audit Committee recommends independent auditors to 
the Board of Directors, reviews the scope of the audit functions of the 
independent auditors and reviews audit reports rendered by the independent 
auditors.

Compensation Committee

The Compensation Committee is comprised of Messrs. Horne and Pope.  During 
the 1998 fiscal year, one meeting of the Compensation Committee was held.

The Compensation Committee's responsibility is (i) to review all employment 
agreements and other compensation arrangements for all of the Company's 
executive officers, (ii) to review all agreements between the Company and its 
executive officers and directors, (iii) to review and propose incentive and 
other compensation plans, such as pension, retirement, profit sharing and 
stock option plans,  for the benefit of the Company's employees, and  (iv) to 
administer the Company's 1992 Incentive Stock Option Plan and the award of 
stock options to employees of the Company thereunder.

Executive Compensation

The following table sets forth the compensation awarded to, earned by or paid 
to  the Company's Chief Executive Officer and each other individual who served 
as an executive officer of the Company during fiscal 1998 and whose fiscal 
1998 compensation exceeded $100,000 (the "Named Executive Officers"). 

                   SUMMARY COMPENSATION TABLE



                                                                
                                         Annual Compensation
                                                                   Other Annual
Name and Principal      Fiscal     Salary              Bonus       Compensation
Position                 Year       ($)                 ($)            ($)(1)

David K. Williams        1998     136,563              32,741             --
President and Chief      1997      95,235              30,000             --
Executive Officer (3)    1996      92,834              78,153             --

Mark A. Conner           1998     100,000                --               --
President (4)

James F. Heidenreich     1998     156,414                --               --
Vice President (5)       1997     132,021                --               --

(continued)

                                                                
Long-Term
Compensation
                       Fiscal       Option            LTIP           All Other
Name and                Year        Awards           Pay-outs      Compensation
Principal Position                    (#)               ($)              ($)(2)

David K. Williams       1998           0                --               2,304
President and Chief     1997           0                --               2,304
Executive Officer       1996           0                --               2,304

James F. Heidenreich    1998           0                --                --
Vice President (5)      1997           0                --                --






(1)  The amount of perquisites and personal benefits provided 
     to each Named Executive Officer is less than $50,000 or 
     10% of the total annual salary and bonus set forth in the 
     columns entitled "Salary" and "Bonus" for each Named 
     Executive Officer and, accordingly, has been omitted from the 
     table as permitted by the rules of the Commission.

(2)  The amounts disclosed in this column represent payments by the
     Company of premiums for life insurance on behalf of the named
     executive officers.  See "-Deferred Compensation."

(3)  Mr. Williams was appointed President of the Company in August 
     1997 and Chief Executive Officer of the Company in January 1998.

(4)  Mr. Conner was appointed President and Chief Executive Officer of 
     the Company in October 1996.  He resigned as President in August 1997 
     and as Chief Executive Officer in January 1998.

(5)  Mr. Heidenreich was terminated as a Vice President of the 
     Company in December 1997.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
directors and executive officers, and persons who beneficially own more than 
10 percent of the Company's Common Stock, to file with the SEC initial reports 
of ownership and reports of changes in ownership of Common Stock.  Officers, 
directors and beneficial owners of greater than 10 percent of the Company's 
Common Stock are required by SEC regulation to furnish the Company with copies 
of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such 
reports furnished to the Company and written representations that no other 
reports were required, during the fiscal year ended April 30, 1998 all Section 
16(a) filing requirements applicable to its officers, directors and greater 
than ten percent beneficial owners were complied with, except as follows:

 (i)  Proactive has not yet filed reports on Form 3 or Form 4 with respect to 
any of its acquisitions or dispositions of shares, and (ii) Mr. J. T. 
Williams, Jr. filed late reports on Form 4 to reflect his disposition of
551,321 shares of Common Stock in November 1996 and his acquisition of 7,000 
shares in June, 1997.

Stock Options

No stock options were granted to or exercised by the Named Executive Officers
during fiscal 1998.  In addition, at April 30, 1998, none of the Named 
Executive Officers held any stock options.

Deferred Compensation

The Company has in effect an informal deferred compensation arrangement for 
the benefit of the President of the Company, pursuant to which the Company 
pays annually the premiums on life insurance policies on the life of the 
President.  At age 65, the policy can be converted into annuities to provide 
funds for the retirement of the President.  For each of the fiscal years ended 
April 30, 1996, 1997 and 1998, the Company paid $ 9,404 in premiums on the 
policies for the benefit of David K. Williams

Certain Relationships and Related Transactions
Transactions with J.T. Williams, Jr.

In May 1996, Proactive Technologies, Inc. ("Proactive"), which at the time was 
the Company's second largest shareholder (See "-Transactions with Proactive and 
its Executive Officers and Directors," below), proposed to the Company a 
transaction pursuant to which the Company would transfer certain of its assets 
and liabilities to J.T. Williams, Jr., in exchange for 551,321 shares of 
Common Stock owned by Mr. Williams (approximately 42% of the then outstanding 
Common Stock) and the cancellation of his option to purchase an additional 
100,000 shares of Common Stock.  On August 1, 1996 the Company entered into an 
agreement, subject to shareholder approval, pursuant to which it agreed to 
transfer to Mr. William in exchange for his Common Stock and cancellation of 
his stock options, assets comprised principally of the Eagle's Landing Golf 
Course and Country Club, the Inn at Eagle's Landing, a note for approximately 
$2 million, approximately 250 acres of commercial and industrial real estate, 
land sufficient to construct an additional nine hole golf course and the 
Company's interest in certain joint ventures, subject to certain mortgages and 
other liabilities.  The agreement provided that, subject to shareholder 
approval, the transaction would be effective as of May 1, 1996.  On 
September 30, 1996, the shareholders of the Company approved the transfer 
agreement, and the transaction closed on November 16, 1996.  The net assets 
transferred to Mr. Williams had a historical cost basis of approximately 
$17,191,000.  

As a result of the foregoing transaction, the Company owed Killearn, Inc., the
stock of which was transferred to Mr. Williams as part of the transaction,
$3,214,776 as of April 30, 1998 and $3,234,844 as of April 30, 1997 which is 
secured by various mortgages.  In addition, pursuant to the terms of the 
transaction approved by the shareholders, during fiscal 1998 and 1997, 
the Company paid $415,500 and 247,576respectively, toward the initiation fees 
for lot purchasers to join the country club, in dues for builder customers 
$37,392 and $17,220, and in other fees to the country club owned by Killearn, 
Inc., $36,556 and $5,426.  David K Williams, President and director of the 
Company, and J.T. Williams, Jr., director of the Company, own 12.045% and 
66.36%, respectively, of Killearn, Inc.

Also in connection with the transaction on September 30, 1996, the Company 
entered into an employment agreements with J.T. Williams, Jr., for terms of 
ten years.  The employment agreement provides for an annual salary for the 
first five years of $200,000 and $150,000 thereafter, plus cost of living 
increases of 5% per year.

In December 1997, the Company's primary lender notified the Company that 
it was in default on a $2.4 million note.  J.T. Williams, Jr. purchased the 
note from the lender in January 1998.  The loan bears interest at 100% per 
annum, matures in November 1998 and is collateralized by a $3.5 million dollar 
note receivable.  The Balance at April 30, 1998 was $443,775.

During January 1998, J.T. Williams, Jr. made a loan to the Company in the 
amount of $406,000 to permit the Company to pay certain past due obligations.  
This amount was added to the existing Loan (described in "Change in Control" 
above), with a balance at April 30, 1998 of $3,214,776.  This loan currently 
bears Interest at 10.5%, matures in December 1999 (at which time the Company 
believes it will be renewed) and is collateralized by a $2.5 million dollar 
note receivable and certain undeveloped land in Georgia.

Transactions with Proactive and its Executive Officers and Directors

Proactive was the largest shareholder of the Company from November 1996 
through January 15, 1998, when most of Proactive's Common Stock was sold to an 
unrelated party in a private foreclosure sale (see "Change in Control," 
above.)  According to SEC filings made by Proactive, (i) immediately prior to 
the foreclosure sale, Proactive was the beneficial owner of 447,430 shares of 
Common Stock, or approximately 50.4% of the outstanding Common Stock, (ii) 
following the foreclosure sale, Proactive beneficially owned 132,000 shares 
of Common Stock, for approximately 14.9% of the outstanding Common Stock, and 
(iii) Mark A. Conner, Proactive's Chairman of the Board and President and 
Langdon S. Flowers, a director of Proactive, beneficially owned 22.6% and 
16.8%, respectively, of Proactive's common stock at September 30, 1997.  Mr. 
Conner was Chairman of the Board and Chief Executive Officer of the Company 
from October 1996 to December 1997 and President of the Company from October 
1996 to August 1997.  Mr. Flowers was a director of the Company from October 
1996 to January 1998. In addition, Robert E. Maloney, Corporate Counsel and 
a director of Proactive, was a director of the Company from October 1996 to 
January 1998.  Messrs. Conner, Flowers and Maloney resigned as directors of 
the Company in connection with January 27, 1998 settlement agreement 
described below.


At April 30, 1998, Capital First, which became a wholly owned subsidiary of 
Proactive, in February 1996, had notes payable to the Company of approximately 
$2.5 million.  Capital First incurred such indebtedness in connection with the 
purchase of the Company's Florida assets.  In November 1993, the Company 
entered into two agreements to sell substantially all of its Florida assets 
to Capital First for approximately $25.7 million.  As of April 30, 1998, the 
entire sale had closed.  In connection with the sale, Capital First assumed 
approximately $9.2 million of the Company's debt; issued notes to the Company, 
secured by a second mortgage on most of the assets purchased, totaling 
approximately $8.1 million; and paid approximately $8.4 million cash.  The 
notes are payable over the next two years and bear interest at 10% per annum.  

During fiscal 1998 and 1997, the Company paid $37,500 and $125,000, 
respectively in consulting fees to Proactive for services provide by 
Proactive personnel.

During fiscal 1997, the Company sold a building for $550,000 to a company that 
later was purchased by Proactive.  The purchaser signed a promissory note in 
the amount of $550,000 and that bore interest at 9% per annum.  As part of an 
overall settlement with Proactive (see below), on January 27, 1998, the 
Company agreed to reduce the balance of this note to the approximate fair 
market value of the building of $480,000, which was paid in full during fiscal 
1998.

In June 1997, Mark A. Conner acquired a 40% interest in the only other 
golf course community in Henry County, Georgia, which is a competitor 
of the Company.  In connection with the acquisition, the Company agreed to
sell lots in the development for a sales commission of 10%.  This agreement 
was terminated in December 1997.

In 1997, an individual (no longer employed by the Company) who was a Vice 
President of the Company at the time, and a Vice President of Proactive, 
purchased a home in the Company's golf course community.  The Company sold 
the home site to the Vice President's builder for $50,000, which was 
substantially less than market value.

In October 1997 the Company sold 2.28 acres of commercial land for $148,000 
to an entity related to Mark A. Conner, the Chairman and Chief Executive 
Officer of Proactive and former Chairman and Chief Executive Officer of the 
Company.  The Company incurred a loss of $92,222 in connection with the sale.

From time to time during fiscal 1997 and fiscal 1998, the Company advanced 
funds to Proactive on a non-interest bearing basis for payment of Proactive's 
operating and other expenses or made payments for such expenses on behalf of 
Proactive.  The largest aggregate net amount of the Company's advances to 
Proactive outstanding during the fiscal years ended April 30, 1997 and 1998 
were approximately $148,000 and $200,000, respectively.  All of such advances 
were repaid as part of the January 27, 1998 settlement agreement described 
below.

In June 1997, the Company sold nine lots for $12,000 each to Eleuthra 
Holdings, Inc., a company owned by Mark A. Conner.  At the same time, the 
Company sold eight lots for the same price to an unrelated third party builder,
with which Eleuthra Holdings, Inc. had an agreement for the construction of 
homes on such lots and the sharing of profits for the venture.  The purchase 
price was paid in cash.  During August 1997, Mr. Conner agreed to assign his 
interest in the profits, if any, from the venture to the Company. 

In January 1998, the Company made demand on Proactive to pay three notes which 
were in default totaling $4.9 million, including past due interest through 
December 31, 1997.  On January 27, 1998, the Company and Proactive entered 
into an agreement pursuant to which (i) Proactive repaid approximately 
$1.5 million of its indebtedness to the Company, (ii) the Company agreed to 
extent until December 31, 1999 the due date of the approximately $3 million
balance of Proactive's debt to the Company, which bears interest at 10% per 
annum, payable quarterly and (iii) the Company sold to Proactive three parcels 
of land and its interest in three joint ventures for $4.4 million, which was 
slightly higher than the book value of these assets.  Proactive assumed the 
outstanding bank debt secured by these assets, together with all contracts and 
other obligations related to these projects incurred after December 31, 1997.  
In connection with the agreement, Mark. A Conner, Langdon S. Flowers and 
Robert E. Maloney resigned as directors of the Company, and Messrs. Conner and 
Maloney and James F. Heidenreich, a former Vice President of the Company, were 
paid $75,000, $15,000 and $25,000, respectively, in consideration of their 
execution of releases in favor of the Company.

Other Related Party Transactions

The Company purchases certain of its life insurance contracts through an 
insurance agency which is affiliated with Melvin. L. Pope, Jr., a director of 
the Company.  During fiscal 1998 and 1997, payments for premiums on all 
insurance contracts arranged by this agency were $11,661 and $41,433, 
respectively.  Additional insurance contracts are expected to be purchased 
by the Company from this agency in the future.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon the recommendation of the Audit Committee, 
retained the firm of PricewaterhouseCoopers L L P to serve as the Company's 
independent certified public accountants for the fiscal year ending 
April 30, 1998 and expects that such firm will be retained for the year 
ending April 30, 1999.

Representatives of PricewaterhouseCoopers L L P are expected to be present 
at the Annual Meeting to respond to appropriate questions from shareholders, 
and will have an opportunity, if they desire, to make a statement.


OTHER MATTERS

The management of the Company is not aware of any other business which may 
come before the Annual Meeting.  If any additional matters are properly 
brought before the Annual Meeting the proxies will be voted at the discretion 
of the proxy-holders.


Shareholder Proposals to be Presented
at Next Annual Meeting 

Shareholder proposals intended to be presented at the 1998 Annual Meeting of 
Shareholders of the Company must be received by the Company at its principal 
executive office, 385 Country Club Drive, Stockbridge, Georgia 30281, for 
inclusion in the Proxy Statement and Proxy relating to the 1999 Annual Meeting 
of Shareholders not later than June 8, 1999.  Any such proposal must comply 
with all applicable laws, rules and regulations.