SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25

Commission File Number   1-8662
NOTIFICATION OF LATE FILING

  [X] Form 10-KSB

      For Period Ended:     April 30, 1999

  [ ] Transition Report on Form 10-K         [ ]  Transition
      Report on Form 10-Q
  [ ] Transition Report on Form 20-F         [ ]  Transition
      Report on Form N-SAR  Transition       [ ]  Report on Form 11-K

      For the Transition Period Ended:
_____________________________________________________________________

     Read attached instruction sheet before preparing form.
Please print or type.

     Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

     If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
relates:

PART I
REGISTRANT INFORMATION

Full name of registrant:         Killearn Properties, Inc.
Former name if applicable

Address of principal executive office (street and number):
385 Country Club Drive

City, state and zip code:        Stockbridge, Georgia 30281

PART II
RULE 12b-25 (b) AND (c)

     If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.
(Check appropriate box.)

 [X] (a)     The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;

 [X] (b)     The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and

 [ ] (c)  The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.

                      PART III
                      NARRATIVE

     State below in reasonable detail the reasons why Form 10-KSB,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.  (Attach
extra sheets if needed.)

          The past several months, the Company has been negotiating
a merger agreement. The preparation for the merger has consumed the
companies limited administrative resources. Therefore, the annual
audit is not complete at this time.


PART IV
OTHER INFORMATION

     (1)       Name and telephone of person to contact in regard to
this notification.

                David K. Williams,  President     (770) 389-2020
                    (Name)                      (Telephone Number)

     (2)       Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file
such report(s) been filed?  If the answer is no, identify report(s).

Yes [X]    No [ ]

     (3)       Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?

Yes [ ]    No [X]

KILLEARN PROPERTIES, INC.

Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.


Date:  July 29, 1999   By /s/ David K. Williams
                    David K. Williams, President