SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               SCHEDULE 13-D

                 Under the Securities Exchange Act of 1934
                             (Amendment No. 3)

                        KILLEARN PROPEERTIES, INC.
                              (Name of Issuer)

                               494125 10 7
                              CUSIP Number

                     Mr. Mark A. Conner, President
                      Proactive Technologies, Inc.
                         7118 Beech Ridge Trail
                       Tallahassee, Florida 32312
                              (904) 668-8500
                 (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)

                           October 11, 1997
        (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to 
report the acquisition which is the subject of this Schedule 13D, and is 
filing this schedule because of Rule 13d-1(b)(3) or (4), check the 
following box   [   ]

Check the following box if a fee is being paid with this statement [   
](A fee is not required only if the reporting person: (1) has a previous 
statement on file reporting beneficial ownership of more than five 
percent of the class of securities described in Item 1; and (2) has 
filed no amendment subsequent thereto reporting beneficial ownership of 
five percent or less of such class.  See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be 
filed with the Commission.  See Rule 13d-1(a) for other parties to whom 
copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class 
of securities, and for any subsequent amendment containing information 
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not 
be deemed to be "filed" for the purpose of section 18 of the Securities 
Exchange Act of 1934 ("Act') or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of 
the Act (however, see the Notes).

(1)      Names of Reporting Persons    Tax Identification Number

          Proactive Technologies, Inc.               23-2265039

(2)  Check the Appropriate Box if a Member of a Group a. [ ] b. [ ]

(3)     SEC Use Only

(4)      Source of Funds                               WC 

(5)  Check if disclosure of legal proceedings is required pursuant to 
Items 2(d) or 2(e)                  [    ]

(6)   Citizenship or Place of Organization       Delaware, U.S.A.

         Number of            (7)     Sole Voting Power
          Shares                           406,176
        Beneficially
          Owned By            (8)     Shared Voting Power
           Each                             --0--
        Reporting
          Person              (9)    Sole Dispositive Power
           With:                            406,176

                             (10)   Shared Dispositive Power
                                               --0--

(11)     Aggregate Amount Beneficially
          Owned By Each Reporting Person             406,176

(12)  Check if the Aggregate Amount in Row (11) Excludes Certain 
Shares (see instructions)                            [    ]

(13)    Percent of class represented by amount in Row (11) 45.77%

(14)    Type of Reporting Person                          CO



Item 1.      Security and Issuer.

       Common stock, par value $0.10 (the "Stock") 

        Killearn Properties, Inc. ("Issuer")
        100 Eagle's Landing Way 
        Stockbridge, Georgia 30281.

Item 2.      Identity and Background.

(a.)  (b.) (c.) (f.)    This statement is being filed by Proactive 
Technologies, Inc., a Delaware corporation ( "Proactive"), with its 
principal place of business located at 7118 Beech Ridge Trail, 
Tallahassee, Florida 32312.  Its principal business is the development 
of real estate.

      (d.) (e.)     Listed below are the names, business addresses and 
occupational information for (a.) each executive officer and director of 
Proactive, (b.) Each person controlling Proactive, and (c.) Each person 
ultimately in control of Proactive.    During the last five (5) years, 
neither  Proactive nor, to the best of Proactive's knowledge, any of the 
individuals, been convicted in a criminal proceeding (excluding traffic 
violation or similar misdemeanors) or been a party to a civil proceeding 
of a judicial or administrative body of competent jurisdiction and as a 
result of such proceeding was or is subject to a judgment, decree or 
final order enjoining future violations of, or prohibiting or mandating 
activities subject to, federal or state securities laws or finding any 
violation with respect to such laws.

     NAME          PRESENT PRINCIPAL OCCUPATION & BUSINESS ADDRESS

  James A. Preiss                  Chief Executive Officer
                                   Director
                                   Proactive Technologies, Inc.
                                   7118 Beech Ridge Trail
                                   Tallahassee, FL 32312

  Mark A. Conner                   Chairman of the Board
                                   President 
                                   Proactive Technologies, Inc.
                                   7118 Beech Ridge Trail
                                   Tallahassee, Florida 32312

  Langdon S. Flowers, Jr.          Director
                                   Proactive Technologies, Inc.
                                   329 North Broad Street
                                   Thomasville, GA 31799

  Marshall R. Cassedy, Jr.         Director
                                   Proactive Technologies, Inc.
                                   2012-D North Point Blvd.
                                   Tallahassee, FL 32308


  Ben S. Branch                   Director
                                  Proactive Technologies, Inc.
                                  School of Management
                                  Finance Department
                                  University of Massachusetts
                                  Amherst, MA 01003

  Robert E. Maloney, Jr., Esq.    Director
                                  Corporate Counsel
                                  Proactive Technologies, Inc.
                                  7118 Beech Ridge Trail
                                  Tallahassee, Florida 32312

  Mark A. Conner and Mr. Preiss each beneficially own approximately 
22.59% of the outstanding voting securities of Proactive.  Mr. Flowers 
beneficially owns approximately 16.8% of the outstanding voting 
securities of Proactive.  Combined, all officer, directors, and 
beneficial owners of Proactive own approximately 72.36% of the Company. 
All directors and officers of the Company are U.S. citizens.

Item 3.        Source and Amount of Funds or Other Consideration.


     On October 10, 1997, Proactive acquired an additional Nine Thousand 
Seven Hundred Eighty (9,780) shares of Issuer's stock in a transaction 
with one shareholder for total cash of Seventy Three Thousand Three 
Hundred Fifty Dollars and No Cents ($73,350.00).


Item 4.     Purpose of Transaction.

     The purpose of the transaction is to acquire additional shares of 
Issuer's stock in an effort to gain majority control of Issuer.  At 
present, PTE's Board has authorized the acquisition of an additional 
Sixty Five Thousand (65,000) shares of Issuer's stock, depending on 
market conditions, and the state of affairs of Proactive. 

     Except as set forth above, Proactive has no plans or proposals 
which would result in or relate to any of the transactions described in 
subparagraphs (a.) through (j.) Of Item 4 of Schedule 13-d.

Item 5.     Interest in Securities of Issuer.

     a.)     At the close of business on October 10, 1997, Proactive 
Technologies, Inc. Proactive Technologies, Inc. beneficially owned 
406,176 shares of Stock, or approximately 45.77% of the 887,412 shares 
of common stock reported by the Company to be outstanding as of July 31, 
1997.

b.)  Proactive Technologies, Inc. has sole voting and 
dispositive power with respect to 406,176 of the shares of Stock 
disclosed in Item 5(a.) above.

c.)  The following table sets forth the dates, number of shares 
and price per share for all transactions in the Company's common stock 
effected by Proactive Technologies, Inc. during the twenty  (20) days 
preceding the date of this Schedule 13D/A, all of which consisted of the 
acquisition of a total of 9,780 shares of the Issuer's common stock, as 
described above in Item 3.


    Date:         Number of Shares Acquired       Price Per Share

  October 11, 1997            9,780                   $    7.50


     d.)     Any dividends on the Shares and the proceeds from the sale 
thereof will be paid to Proactive Technologies, Inc.  No other persons, 
other than the shareholders of Proactive Technologies, Inc., have the 
right to receive or the power to direct the receipt of dividends from, 
or the proceeds from the sale of the Shares.

     e.)     This section is not applicable.


Item 6.   Contracts, Arrangements, Understandings or Relationships With 
Respect to Securities of the Issuer.

     There are no contracts, arrangements, understandings or 
relationships (legal or otherwise) among Proactive Technologies, Inc. 
and any other persons with respect to any securities of the Company, 
including, but not limited to, transfer or voting of any securities, 
finder's fees, joint ventures, loan or option arrangements, puts or 
calls, guarantees of profits, division of profits 
or loss, or the giving or withholding of proxies.  Further, there are no 
securities of the Company which are pledged or otherwise are subject to 
a contingency the occurrence of which gives another person or entity 
voting power or investment power over such securities.

Item 7.     Material to be filed as Exhibits.

     The following shall be filed as exhibits:

     Copies of written agreements related to the filing of joint 
acquisition statements as required by Rule 13d-1(f) (Section 240.13d-
1(f)):           NONE

     Copies of all written agreements, contracts, arrangements, 
understandings, plans or proposals relating to:
(1.)  The borrowing of funds to finance the acquisition as 
disclosed in Item 3:     NONE.

(2.)  The acquisition of issuer control, liquidation, sale of 
assets, merger, or change in business or corporate structure, or any 
other matter as disclosed in Item 4:    NONE

     (3.)     The transfer or voting of the securities, finder's fees, 
joint ventures, options, puts, calls, guarantees of loans, guarantees 
against loss or profit, or the giving or withholding of any proxy as 
disclosed in Item 6:     NONE

                               SIGNATURE


     After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement is 
true, complete, and correct.




Dated:        October 21, 1997



       /s/     Anne Dechman, Secretary      /s/    Mark A. Conner
ATTEST:     Anne Dechman, Secretary     Mark A. Conner, President
     Proactive Technologies, Inc.    Proactive Technologies, Inc.



                              SIGNATURE


     After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement is 
true, complete, and correct.




   Dated:     October 21, 1997



ATTEST:    Anne Dechman, Secretary      Mark A. Conner, President
     Proactive Technologies, Inc.     Proactive Technologies, Inc.