FORM 3

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940

1.   Name and Address of Reporting Person
     Flowers, Langdon S., Jr.
     329 North Broad Street
     Thomasville, GA 31792

2.   Date of Event Requiring Statement (Month/Day Year)
     9/30/96

3.   IRS or Social Security Number of Reporting Person (Voluntary)

4.   Issuer Name and Ticker or Trading Symbol
     Killearn Properties, Inc. ("KPI")

5.   Relationship of Reporting Person to Issuer
     (Check all applicable)
     x    Director       
     --   10% Owner
     --   Officer (Give title below)
     --   Other (specify below)


6.   If Amendment, Date of Original (Month/Day Year)
     N/A

7.   Individual or Joint/Group Filing (Check applicable line)
     x    Form filed by One Reporting Person
     ---  Form filed by More than One Reporting Person

Table 1 - Non-Derivative Securities Beneficially Owned

1.   Title of Security
     N/A

2.   Amount of Securities Beneficially Owned
     - 0 -

3.   Ownership Form:  Direct (D) or Indirect (I)
     N/A

4.   Nature of Indirect Beneficial Ownership
     N/A

Table II -     Derivative Securities Beneficially Owned (e.g., puts, calls,
               warrants, options, convertible securities)

1.   Title of Derivative Security
     N/A

2.   Date Exercisable and Expiration Date (Month/Day/Year)
     N/A

3.   Title and Amount of Securities Underlying Derivative Security
     N/A

4.   Conversion or Exercise Price of Derivative Security
     N/A

5.   Ownership Form of Derivative Security:
     N/A

     Direct (D) or Indirect (I)
     N/A

6.   Nature of Indirect Beneficial Ownership
     N/A

Explanation of Responses:


s/Langdon S. Flowers, Jr.          10/9/96
_____________________________      _____________
Signature of Reporting Person      Date