U.S. SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 8-K
                            Current Report
            Pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934.

                            Date of Report
                               1/12/98

                    Commission File Number: 1-6762

                      KILLEARN PROPERTIES, INC.
          (Exact name of registrant as specified in its charter)

         Florida                                59-1095497
(State of Incorporation)               (IRS Employer Identification No.)

                         385 Country Club Drive
                         Stockbridge, GA  30281
             (Address of Principal Executive Offices)      (Zip Code)

             Registrant's telephone number, including area code:
                              (770) 389-2020


Item 5  Other Events

  The Company's liquidity position has been adversely affected since the 
filing of the last form 10-QSB, due primarily to the failure of 
Proactive Technologies, Inc., the major shareholder of the Company, to 
pay the past due interest and principal on notes and mortgages to the 
Company.  Proactive's Chairman and President was, until recently, the 
Chairman and President of the Company.  The past due amount totals 
approximately $ 2.7 million as reported in the Company's last form 10-
QSB.  In addition the Company's sales in the current quarter have 
declined substantially.

The Company has made demand on Proactive Technologies, Inc., to pay the 
three notes which are in default totaling $ 4,874,820.07, including past 
due interest through December 31,1997.  If payment is not received by 
January 19,1998, the Company has instructed it's attorney to enforce the 
Company's rights pursuant to the notes and related mortgages, by taking 
appropriate action, including filing suit seeking damages and specific 
performance. 

At the request of the Company, J. T. Williams, Jr., a director of the 
Company, loaned the Company approximately $ 406,000 for the Company to 
pay past due obligations, in order to prevent liens from being filed 
against the Company.

On December 29,1997, the Company received a letter from the Company's 
primary lender, requiring the Company to repay a loan in the amount of 
$2.4 million dollars, which was in default.  J. T. Williams, Jr., a 
director of the Company, purchased the loan from the lender.  The loan 
in still in default.  Although management believes it can cure the 
default, there is no assurance this can be accomplished.




SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                   David K. Williams
                                   /s/ David K. Williams
January 12, 1998