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 ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(j)(2)
[   ] $500 per each party to the controversy pursuant to Exchange Act Rule 
      14a-6(i)(3)
[   ] 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.  I dentify the previous filing by registration statement number, or
 the Form or Schedule and the date of its filing. 

   (1) Amount Previously Paid: $125.00

   (2) Form, Schedule or Registration No.: Paper copy of Definitive Proxy 
       Statement

   (3) Filing Parties: Killearn Properties, Inc.

   (4) Date Filed: October 17, 1995




                        NOTICE  OF ANNUAL SHAREHOLDER MEETING




To the Shareholders of
Killearn Properties, Inc.

The 1995 Annual Meeting of Shareholders (the "Annual Meeting") of Killearn
Properties, Inc., a Florida corporation (the "Company"), will be held at the
Eagle's Landing Country Club, 100 Eagle's Landing Way, Stockbridge, Georgia,
on Tuesday, November 21, 1995, at 10:30 A.M., eastern standard time, for the
following purposes:

     (1) To elect two persons 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 shall expire 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.

The Board of Directors has fixed the close of business on September 26, 1995,
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

                                    DAVID K. WILLIAMS
                                    Secretary

October 11, 1995

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.
Proxy Statement
1995 Annual Meeting of Shareholders
To Be Held on November 21, 1995

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 1995 Annual Meeting of Shareholders of the Company to be held at the 
Eagle's Landing Country Club, 100 Eagle's Landing Way, Stockbridge, Georgia 
30281, on Tuesday, November 21, 1995, at 10:30 A.M., eastern standard time, 
and at any and all adjournments or postponements thereof (the "Annual 
Meeting"), pursuant to the enclosed Notice of Annual Meeting.  

The Company is developing  a planned community in Henry County, Georgia.  The 
address of the Company's principal executive office is 100 Eagle's Landing 
Way, Stockbridge, Georgia 30281.

The Annual Report to Shareholders of the Company for the fiscal year ended 
April 30, 1995 (the "Annual Report"), is being mailed with this Proxy 
Statement to all shareholders of record of the Company as of September 26,
1995, 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 October 11, 1995.

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 until 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, employees of the Company may solicit 
proxies personally and by telephone.  The Company's employees will receive no 
compensation for soliciting proxies other than their regular salaries.  The 
Company may request banks, brokers and other custodians, nominees and 
fiduciaries to forward copies of the proxy material to their principals and to 
request authority for the execution of proxies.  The Company may 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 two persons to the Company's Board of Directors to hold 
office until their term of office expires and until their 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 September 10,  1995 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.

As of the Record Date, there were issued and outstanding 1,438,733 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
By Directors and Officers

As of September 26, 1995, 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 officers as a group was as set forth in the
following table:

                Name and Address          Amount and Nature       Percent
Title of Class  of Beneficial Owner       of Ownership            of Class

Common          J. T. Williams, Jr.       675,666 shares  (1)     47.0%
                100 Eagle's Landing Way
                Stockbridge, GA  30281

Common          Don Fuqua                 1,695 shares    (2)      (3)
                1250 Eye St. N.W.
                Washington, DC  20005

Common          Mallory E. Horne               -0-                 (3)
                Rt. 1, Box 942
                Tallahassee, FL  32317

Common          Melvin L. Pope, Jr.         300 shares    (4)      (3)
                625 N. Adams Street
                Tallahassee, FL  32301

Common          Peter Redmon                   -0-                 (3)
                291 Country Club Road
                Peru, Indiana  46970

Common          David K. Williams          7,950 shares            (3)
                2780 Kinsail Drive
                Tallahassee, FL  32308

Common          All Directors and        685,611 shares          47.7%
                Executive Officers of
                the Company, including
                the above named individuals
                as a Group (9 persons)

(1) This figure includes 6,200 shares of Common Stock held by Mr. Williams as 
custodian for his children; and 136,997 shares of Common Stock held by Mr. 
Williams as trustee under the Company's Employee Profit-Sharing Trust.
(2) This figure includes 30 shares of Common Stock held by Mr. Fuqua's wife.
(3) Less than 1% of the number of issued and outstanding shares of Common 
Stock.
(4) This figure 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.




Ownership of Common Stock by Certain Beneficial Owners
The following table sets forth certain information as of September 26, 1996 
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        Amount and Nature    Percent of
Title of Class      of Beneficial Owner     of Ownership         Class


Common              J. T. Williams, Jr.     675,666 shares (1)   47.0%
                    100 Eagle's Landing Way
                    Stockbridge, Ga  30281

Common              Ben S.Branch             87,400 shares (2)    6.1%
                    239 Aubinwood Road
                    Amherst, Massachusetts  01003

Common              Southeastern Asset
                    Management, Inc.        82,000 shares  (2)    5.7%
                    Ste. 301, 860 Ridge
                    Lake Blvd.
                    Memphis, Tennessee 38119

(1) This figure includes 6,200 shares of Common Stock held by Mr. Williams as 
custodian for his children; and 136,997 shares of Common Stock by Mr. Williams 
as trustee under the Company's Employee Profit-Sharing Trust.

(2) This figure is based on certain filings made by such persons with the 
Securities and Exchange Commission.


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 fifthteen persons.  The Board 
of Directors has fixed the number of directors of the Company at  seven 
persons and, at present, there are seven 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 one class comprised of one director and three classes 
comprised of two directors.  Each class of the Company's directors serve for a 
period of four years. The term of office of two directors expires in 1999, 
while the terms of office of the Company's other three classes of directors 
will expire in 1996, 1997 and 1998, respectively.



The nominees for director intend, if elected, to hold office until their term 
of office expires in 1999 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.  Following the Annual Meeting, there will be one vacancy 
on the Board of Directors may, during the 1996 fiscal year, fill such vacancy
by appointment, although it has no specific plans to do so at present.  

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

J.T. Williams, Jr. 62         Chairman of the Board          1964     1999
                              and President of the
                              Company since 1970

David K. Williams  35         Executive Vice President and   1992     1999
                              Secretary  of the Company

Current Directors Whose Terms of Office Will
 Continue Subsequent to the Annual Meeting

                              Business                      Director    Term
Name            Age           Experience                    Since     Expires

Don Fuqua       62            Association Executive and     1970       1998
                              Former Member, United
                              States House of
                              Representatives

Mallory E. Horne 70           Director, P.E.R.C.,           1990       1998
                              State of Florida, Former
                              Member, Florida Senate
                              and Florida House of
                              Representatives

Melvin L. Pope, Jr.62         General Agent, North-         1977       1996
                              western Mutual Life
                              Insurance Company, for
                              more than the past twenty
                              years

Peter Redmon       55         President, Chief Executive    1983       1997
                              Officer and Director of
                              W. C. Redmon Co., a
                              manufacturer of houseware
                              products, for more than
                              the past twenty years 



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 officers of the Company, except that J. T. Williams, Jr., 
Chairman of the Board and President, is the father of David K. Williams, 
Director, Executive Vice President and Secretary.

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 four meetings during 
fiscal year ended April 30, 1995.  Each director attended at least three of 
the meetings.  For fiscal 1995, each director was paid a fee for their 
services of $12,000.  For fiscal 1996, 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 committee meetings.

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.  No additional fees were paid by the Company to the Directors who 
serve on committees of the Board.

Audit Committee

The Audit Committee is comprised of Messrs. Fuqua, Horne, Pope and Redmon.  
During the fiscal year ended April 30, 1995, two meetings of the Audit 
Committee were 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. Fuqua, Horne, Pope and 
Redmon.  During the 1995 fiscal year, two meetings of the Compensation 
Committee were 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 executive officer 
whose fiscal 1995 compensation exceeded $100,000 (the "Named Executive 
Officers"). 

SUMMARY COMPENSATION TABLE


                      Annual Compensation    Long-Term Compensation All Other
                                                 Restricted Stock     Compen-
Name & Principal                                     Awards            sation
Position               Year  Salary   Bonus    Other(1) Options(#)      (2)

J.T. Williams, Jr...   1995  $176,667 $124,207 $35,000                $44,644
  President and Chief  1994  $172,362 $121,337 $49,453                $59,097
  Executive Officer    1993  $166,748 $117,594 $30,124 100,000 shares $52,304
David K. Williams      1995  $ 91,659 $ 50,000 $    0
  Executive Vice-President
 
(1) The amounts disclosed in this column are the post retirement obligations 
of the Company under Mr. Williams' Employment Agreement.  

(2) The amount disclosed in this column include:  (a) amounts accrued by the 
Company to Mr. Williams' Deferred Compensation Plan, and (b) payments by the 
Company of premiums for life insurance on behalf of Mr. Williams. 



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 1995, all Section 
16(a) filing requirements applicable to its officers, directors and greater 
than ten percent beneficial owners were complied with. 

Employment Agreements

In July 1982, the Company entered into a ten year employment agreement with J. 
T. Williams, Jr., Chairman of the Board and President of the Company, pursuant 
to which Mr. Williams performs services for the Company on a substantially 
full-time basis.  This agreement was extended in April 1992 for an additional 
five years on the same terms as the 1982 Agreement.  The employment agreement 
provided for an annual compensation to Mr. Williams for fiscal 1995 of 
$310,518 and provides for annual increases or decreases thereafter based on 
the Consumer Price Index.  Approximately $186,311 of his compensation was paid 
by the Company to Mr. Williams as base salary during fiscal 1995 and 
approximately $9,644 of his compensation was  accrued by the Company during 
fiscal 1995 as deferred compensation funded by insurance.  In addition, the 
Company accrued $35,000 for additional deferred compensation under the 
agreement.  (See "Deferred Compensation" below.)  In addition, Mr. Williams is 
entitled to receive, pursuant to the employment agreement, an annual bonus 
equal to 10% of the pre-tax income of the Company on a cumulative basis, the 
payment of which is not to exceed $80,000 per year adjusted by changes in the 
CPI since 1982.  Mr. Williams' employment agreement also provides certain 
other benefits to him, including the right to participate in those benefit 
plans of the Company which are presently made available by the Company to its 
executive personnel.

The employment agreement provides that the above described additional deferred 
compensation will be paid to Mr. Williams, beginning at retirement at the rate 
of $100,000 per year subject to adjustment for changes in the CPI since 1982, 
as retirement income for the remainder of his life.  In the event that Mr. 
Williams dies at any time prior to the date of his retirement, the Company is 
obligated pursuant to the employment agreement to pay to Mr. Williams' estate 
or heirs, as the case may be, the full amount of such retirement income for a 
period of ten years after the date of his death.  In the event that Mr. 
Williams dies at any time subsequent to the date of his retirement but prior 
to the date which is ten years after the date of his retirement, the Company 
is obligated pursuant to the employment agreement to continue to pay Mr. 
Williams' estate or heirs, or to such person as Mr. Williams shall designate 
in writing to the Company, as the case may be, the full amount of such 
retirement income for the remainder of such ten year period.  



At present, it is anticipated that a substantial portion of such retirement 
income will be funded by insurance policies previously purchased by the 
Company.

Mr. Williams' employment agreement contains a provision which requires the 
Company to purchase annuities or otherwise secure all future payments to Mr. 
Williams under the employment agreement in the event that any person or entity 
unaffiliated with the Company, as of July 1982, acquires or gains control, 
directly or indirectly, of more than twenty percent of the voting stock of the 
Company, either with or without the consent of the Company's Board of 
Directors.

Aggregated Stock Option Exercises and Year End Option Values

The following table provides information on the value of unexercised options 
held by the Named Executive Officers  at April 30, 1995.

                                       Value of
                Number of            In-the-Money
                Options at            Options at
                April 30, 1995(1)  April 30, 1995(2)

                  Exercisable/            Exercisable/
Name              Unexercisable           Unexercisable
J.T. Williams       100,000                 $177,500
David K. Williams     5,000                    1,250

(1) All of the options were exercisable at April 30, 1995.
(2) Values are based on the difference between the closing bid price of the 
Company's common stock of April 30, 1995 ($5.375) and the exercise prices of 
the options.

No options were exercised by the Named Executive Officer during the fiscal 
year ended April 30, 1995.

The Company has in effect an informal deferred compensation arrangement for 
the benefit   of certain officers of the Company,  pursuant to which the 
Company pays annually the premiums on life insurance policies on the lives of 
these officers.  At age 65, these policies can be converted into annuitities 
to provide funds for the retirement of these officers.  For  each of the 
fiscal years ended April 30,1995, 1994 and 1993,  the Company paid  $9,644 in 
premiums on the policies for the benefit of J. T. Williams, Jr. and $9,459 for 
the benefit of David K. Williams.  



Interest of Management and Others

According to a written policy adopted by the Company's Board of Directors, all 
directors, officers and employees of the Company and their associates and 
affiliates (as those terms are defined by the Federal Securities laws) are 
provided with a discount in connection with purchases of lots and/or acreage 
from the Company.  Such sales have been entered into by the Company in the 
ordinary course of its business and have been made on substantially the same 
material terms as those generally prevailing at the time for comparable sales 
of lots and/or acreage to unaffiliated persons.  The discount is equal to 
eighty percent of the brokerage commission which would otherwise be payable by 
the Company to its brokerage subsidiary and/or to independent real estate 
brokers.  The brokerage commission is generally equal to ten percent of the 
retail purchase price for the lot or acreage being sold.  The purchase price 
for each lot or tract purchased by the Company employees and their associates 
and affiliates is reduced by the amount of the eighty percent discount on the 
real estate commission.  During the fiscal year ended April 30, 1995, no 
director or officer purchased a lot from the Company.  It is expected that 
this eighty percent discount on the real estate commission will continue to be 
given to directors, officers and employees of the Company and their associates 
and affiliates in the future.  The Company also has a policy that its 
construction division will construct homes for the officers and directors of 
the Company at the Company's cost plus 1%.  All directors and officers are 
provided, with no charge, memberships in Golden Eagle Country Club, Killearn 
Golf and Country Club and in Eagle's Landing Country Club.

In 1986, the Company purchased a 2,600 acre parcel of real estate in Henry 
County, Georgia, from J. T. Williams, Jr. and a non-related third party.  
Pursuant to that purchase, Mr. Williams received a promissory note from the 
Company in the principal amount of $1,764,053  to be paid from one-half of the 
profits from the development and sale of the property. In April 1991, the 
entire balance was due;  however, Mr. Williams approved the extension of the 
note and the Company issued new notes which are payable at prime plus 1% per 
annum, with a ten year amortization of the principal.  During fiscal 1995, 
$187,617 in principal and $74,982 in interest payments were made on the note.  
The Company believes that the purchase price was fair and the note is at a
reasonable interest rate.

                               -------------------------

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 the fiscal year ended April 30, 1995, payment for 
premiums on all insurance contracts arranged by this agency was  $185,239.  
Additional insurance contracts are expected to be purchased by the Company 
from agency in the future.

                                -------------------------

The Board of Directors, upon the recommendation of the Audit Committee, 
retained the firm of BDO Seidman to serve as the Company's independent 
certified public accountants for the fiscal year ending April 30, 1995 and 
expects that such firm will be retained for the year ending April 30, 1996.



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.

Cost of Solicitation

The cost of the solicitation of proxies will be borne by the Company.  In 
addition to solicitation by the use of the mails, certain officers, directors 
and regular employees of the Company may solicit proxies by use of telephones, 
telegrams or personal interviews.  Brokers, custodians, nominees and other 
similar parties will be requested to send proxy materials to beneficial owners 
of shares of Common Stock and will be reimbursed by the Company for their 
reasonable out-of-pocket expenses.

Shareholder Proposals to be Presented
at Next Annual Meeting 

Shareholder proposals intended to be presented at the 1996 Annual Meeting of 
Shareholders of the Company must be received by the Company at its principal 
executive office, 100 Eagle's Landing Way, Stockbridge, Georgia 30281, for 
inclusion in the Proxy Statement and Proxy relating to the 1996 Annual Meeting 
of Shareholders not later than Tuesday, May 21, 1996.  Any such proposal must 
comply with all applicable laws, rules and regulations.