MAJOR REALTY CORP, 10QSB, 1995-05-15

MAJOR REALTY CORP
10QSB, 1995-05-15
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 1995 Commission File No. 0-1748

MAJOR REALTY CORPORATION
------------------------
(Exact name of small business issuer as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 59-0898509
- ------------------------------------------------------------- -------------------------------------
(State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)

5728 MAJOR BOULEVARD, ORLANDO, FLORIDA 32819
- ------------------------------------------------------------- -------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's Telephone Number, Including Area Code: 407/351-1111

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X NO
--- ---

At May 9, 1995, 6,893,378 shares of common stock of the issuer were
outstanding.

Transitional Small Business Disclosure Format (Check One): Yes No X
--- ---

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<PAGE> 2

INDEX

<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Consolidated Balance Sheets at March 31, 1995 and
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Consolidated Statements of Income for the
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . 2

Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . 3

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . 4

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . 9

PART II - OTHER INFORMATION

Item 5. - Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Item 6. - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 12

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>
<PAGE> 3

PART I - FINANCIAL INFORMATION

MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1995 and December 31, 1994

(in thousands)

<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
-------------- ---------------
ASSETS (unaudited) (audited)

<S> <C> <C>
Cash and cash equivalents $ 114 $ 244
Restricted cash 577 36
Mortgage note receivable 2,750 2,750
Land held for sale or development 7,127 7,038
Land under lease 171 171
Other assets 546 513
---------- ----------
$ 11,285 $ 10,752
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable - trade $ 153 $ 101
Accrued expenses 998 1,311
Deferred income 50 50
Mortgage notes payable 9,320 8,038
Deferred income taxes 149 149
---------- ----------
10,670 9,649
---------- ----------

Stockholders' equity:
Series A Junior participating preferred stock -
$1.00 par value; authorized, 80,000 shares,
none outstanding - -
Common stock - $.01 par value; authorized,
12,000,000 shares; issued and outstanding,
6,893,378 shares 69 69
Capital in excess of par value 7,822 7,822
Accumulated deficit (7,276) (6,788)
----------- ----------

Total stockholders' equity 615 1,103
----------- ----------

TOTAL $ 11,285 $ 10,752
=========== ==========

</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE> 4

MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the three months ended March 31, 1995 and 1994
(unaudited)

(in thousands; except per share data)

<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
Revenues:
Sales of real estate $ - $ 3,618
Lease income 39 55
Interest income 64 69
Other income 8 1
------- -------

Total revenues 111 3,743
------- -------

Costs and Expenses:
Cost of real estate sold:
Improved and unimproved land - 760
Commissions & other expenses - 266
Selling, general and administrative 274 251
Interest cost 325 209
------- -------

Total costs and expenses 599 1,486
------- -------

Income before provision for income taxes (488) 2,257
Provision for income taxes - -
------- -------

Net income $ 488) $ 2,257
======= =======

Net income per common share $ (.07) $ .33
======= =======

Average number of
common and common
equivalent shares outstanding 6,893 6,893
======= =======
</TABLE>

See Notes to Consolidated Financial Statements.

2
<PAGE> 5

MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1995 and 1994
(unaudited)

(in thousands)

<TABLE>
<CAPTION>
1995 1994
---------- ----------

<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (488) $ 2,257
--------- ---------
Adjustments to reconcile net income (loss) to net
cash used for operating activities:
Depreciation and amortization 78 24
Net gain on sales of real estate - (2,592)
Increase in other assets and other receivables (111) (304)
(Decrease) increase in accounts payable
and accrued liabilities (261) 158
Change in deferred income taxes - (290)
--------- ---------
Total adjustments (294) (3,004)
--------- ---------
Net cash used for operating activities (782) (747)
--------- ---------

Cash flows from investing activities:
Additions to land held for sale or development (89) (211)
Proceeds from the sale of land held for sale
or development - 3,227
--------- ---------

Net cash (used for) provided by
investing activities (89) 3,016
--------- ---------

Cash flows from financing activities:
Proceeds from mortgage notes payable 1,616 -
Principal payments of mortgage
notes payable (334) (1,399)
Decrease in land sales deposits - (251)
Increase in restricted cash (541) (429)
--------- ---------
Net cash used for
financing activities 741 (2,079)
--------- ---------

Net (decrease) increase in cash and cash equivalents (130) 190
Cash and cash equivalents at beginning
of period 244 297
--------- ---------
Cash and cash equivalents at end of period $ 114 $ 487
========= =========

</TABLE>
See Note 3 for non-cash activities.
See Notes to Consolidated Financial Statements

3
<PAGE> 6

MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 - Consolidated Financial Statements

The interim consolidated financial statements for Major Realty
Corporation and its subsidiaries (the "Company") are unaudited and should be
read in conjunction with the financial statements and notes thereto contained
in the Company's Form 10-KSB Annual Report for the year ended December 31,
1994.

In the opinion of management, all adjustments (which include only
normal recurring adjustments except as otherwise disclosed) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods reported herein have been made. Interim financial
statements are not necessarily indicative of the results which may be reported
for the year ended December 31, 1995.

Note 2 - Per Share Data

Per share data is computed by dividing net income (loss) by the
weighted average number of shares of common stock and common stock equivalents
outstanding during each period. Common stock equivalents include shares
issuable on the exercise of stock options net of shares assumed to have been
purchased from the proceeds. For the three months ended March 31, 1995 and
1994, common stock equivalents have been excluded from the computation since
their effect would be antidilutive.

Note 3 - Land Held for Sale or Development

During February, 1994 the Company sold 4.84 acres of commercial land
located at the intersection of Kirkman Road and Vineland Road near the entrance
to Universal Studios Florida to Bara Investments for $3,618,000. The sales
transaction consisted of $2,125,000 cash plus a 30-day $1,493,000 mortgage
which was paid in full during March, 1994. The net proceeds from the sale were
used for company operations and for the payment of company debt.

(Continued)

4
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MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 3 - Land Held for Sale or Development (continued)

During October, 1994, the Company signed a $240,000 contract for the
sale of 30,000 square feet of vacant land near the corner of Conroy Road and
Vineland Road in Orlando, Florida. The Buyer has six months to obtain all
necessary permits for construction, and closing is set for June, 1995.

During November, 1994, the Company signed a $925,000 contract for the
sale of 2.26 acres of commercial land located at the northwest corner of the
intersection of Conroy Road and Vineland Road in Orlando. The contract
subsequently was modified to provide for the sale of 1.38 acres of land for a
purchase price of $750,000. The closing is anticipated in July, 1995.

During December, 1994, the Company signed a contract for $2,040,000,
subsequently adjusted to $1,800,000, for approximately 55 acres gross (17 acres
net) of multi-family land located on Vineland Road at the Florida Turnpike in
Orlando. The contract was cancelled in April, 1995 when the Buyer informed
the Company that it was unable to satisfy the conventional financing
contingency.

During January, 1995, the Company signed a $6,280,000 contract for
sale of approximately 10.36 acres of commercial land located at the northeast
intersection of Interstate 4 and Kirkman Road in Orlando. The Buyer has a six
months "free look" period to decide whether to proceed with the purchase. If
the Buyer proceeds with the purchase, the closing is anticipated to occur in
August, 1995.

During April, 1995, the Company signed a $1,000,000 contract for sale
of 12.95 acres of multi-family land located at the northeast corner of Cason
Cove Road and Mission Road in Orlando. The Contract is scheduled to close in
July 1995, subject to the Company's ability to obtain a conditional use permit
for the Buyer's proposed development.

5
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MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4 - Related Party Transactions

On March 25, 1992, the Company entered into a loan agreement with
Valassis Enterprises, L.P. ("Enterprises"), a Delaware limited partnership
controlled by George F. Valassis, a 9.7% shareholder, pursuant to which
Enterprises made a loan in the amount of $3 million, a substantial portion of
which was used by the Company to pay 1991 real estate taxes due on March 31,
1992. During the quarter ended March 31, 1995, the Company made payments on
this obligation aggregating $282,000 including accrued interest of $38,000.
Charlotte Drake Apartments, Inc. ("Apartments"), a Maryland corporation and
affiliate of Allied Domecq Pension Funds, a 6.46% shareholder of the Company,
participated in Enterprises' loan to the Company pursuant to arrangements
between it and Enterprises. There was no contractual relationship between the
Company and Apartments.

On September 1, 1990, the Company entered into a Management and
Advisory Agreement (the "Agreement") with The Major Group, Inc. ("Major Group")
at that time a 51% owned subsidiary of Acceptance Insurance Companies Inc.
("Acceptance"), f/k/a Stoneridge Resources, Inc., the Company's principal
shareholder, pursuant to which Major Group provided real estate advisory
services, as well as day-to-day managerial and administrative services and
personnel, to the Company.

The Company entered into an agreement for settlement and termination
of the Agreement with Major Group in March, 1992 pursuant to which Major Group
accepted two promissory notes from the Company in the aggregate amount of
$1,515,000 ("Notes"). Interest costs on the Notes were $17,000 for 1994. On
September 25, 1992, Major Group assigned the Notes to Acceptance in connection
with the settlement of certain mortgage notes payable to Acceptance by Major
Group and the merger of Major Group and a wholly-owned subsidiary of
Acceptance.

The Company's obligations to Enterprises and under the Notes were
collateralized by a second mortgage on the Core Area Commercial property, the
International/Republic Drive Area property, and the Cypress Creek and Lakes
Residential Area property, located in Orlando, Florida (collectively the
"Property"). Acceptance also held a third mortgage on the Property.

(Continued)

6
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MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 4 - Related Party Transactions (continued)

During February, 1995, the Company entered into a loan arrangement
with Acceptance whereby Acceptance acquired the Company's promissory note and
mortgage to Enterprises, the balance of which was then $282,000 including
accrued interest. Acceptance also provided additional funds which were used to
repay the Notes in the aggregate amount of $103,000, including accrued interest
of $10,000, held by Acceptance, fund the interest reserve of $770,000 on the
Company's credit facility with PNC Bank, Kentucky, Inc., pay real estate taxes
in the amount of $327,000, pay loan closing and extension costs of $75,000 and
provide working capital of approximately $43,000. The aggregate indebtedness
to Acceptance in connection with these transactions is $1,600,000, represented
by a single promissory note due in January, 1996, which provides for interest,
at a rate per annum equal to 350 basis points in excess of the prime rate,
which accrues monthly. Subject to the Company's right to repay the note, the
outstanding principal amount of the note (or any portion thereof), plus accrued
but unpaid interest, is convertible into shares of the Company's common stock
at the option of Acceptance at any time upon 20 days prior notice, based upon a
price per share equal to the average closing price of the common stock during
the 30-day period immediately preceding the date of Acceptance's notice of its
election to convert. The note to Acceptance is collateralized by a second
mortgage on substantially all of the Company's property. The Company paid
Acceptance $83,333 on May 3, 1995, in accordance with the release provisions
agreed to as part of the loan arrangement.

On March 26, 1992, the Board of Directors elected David L. Treadwell
to the Board of Directors and appointed him as Chairman of the Board and Chief
Executive Officer of the Company. The Company entered into an agreement (the
"Employee Lease Agreement") with Heritage Network, Incorporated, Mr.
Treadwell's primary employer, pursuant to which the Company agreed to pay
Heritage $100,000 per year for Treadwell's services as Chief Executive Officer
("the Annual Fee"). The Employee Lease Agreement was subsequently amended to
defer 75% of the Annual Fee incurred from April 1, 1994 through March 31, 1995,
and Heritage has agreed informally to continue the deferral until June, 1995.
Interest accrues on the deferred amount at 12% starting December 31, 1994. At
December 31, 1994, the Company owed Heritage Network $56,250 under the Employee
Lease Agreement. In addition, the Company reimburses Mr. Treadwell for all
reasonable travel expenses including transportation to and from his home city
of Southgate, Michigan. The Company has also granted Mr. Treadwell options to
purchase 200,000 shares of common stock.

7
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MAJOR REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 5 - Other

During November, 1994, the Company signed a $2,100,000 contract for
the sale of approximately five acres of vacant land at the northwest
intersection of Major Boulevard and Vineland Road in Orlando, Florida. The
Buyer made a $50,000 deposit which became non-refundable during December, 1994,
and the transaction closed on May 5, 1995. Additional cash in the amount of
$650,000 was received at closing and was used to retire Company debt and for
operations. The balance of the purchase price, $1,300,000, represented by a
promissory note in such amount on which interest accrues at the rate of 6% per
annum, and which matures in May, 1996, is secured by a first mortgage on the
property sold.

8
<PAGE> 11

Item 2. - Management's Discussion and Analysis of
Financial Condition and Results of Operations

RESULTS OF OPERATIONS

NET INCOME

The Company recorded a net loss of $488,000, or ($.07) per share for
the three months ended March 31, 1995, as compared to a net income of
$2,257,000, or $.33 per share for the same three month period in 1994. The
1995 net loss is due to the fact the Company had no land sales during the
period. The 1994 net income was derived primarily from the sale of 4.84 acres
of commercial land located in Major Center to Bara Investments for $3,618,000
in February, 1994. The cost basis of such real property was $760,000,
resulting in a net gain to the Company of $2,592,000.

REVENUES

Substantially all of the Company's revenues for the three months ended
March 31, 1994, were generated by land sales, as described above.

COSTS AND EXPENSES

For the three months ended March 31, 1995, selling, general and
administrative costs were $274,000, as compared to $251,000 during the
comparable period of the prior year. The increase was due primarily to
expenses incurred in connection with ongoing litigation.

Interest costs for the three months ended March 31, 1995 and March 31,
1994 were $325,000 and $209,000, respectively. Approximately $47,000 of the
increase was due to increased interest paid to PNC due to an increase in the
prime rate. Approximately $57,000 of the increase was due to the write-off of
financing fees for the payoff of two mortgage notes which were repaid in
February, 1995, with proceeds from a new loan from Acceptance Insurance
Companies Inc. ("Acceptance"). As a result of the advance of such additional
monies to the Company by Acceptance, the assignment of the Enterprises loan to
Acceptance, and the repayment of the two notes previously mentioned, the net
interest costs in connection with such obligations increased by approximately
$10,000 from the comparable period in 1994.

FINANCIAL CONDITION AND LIQUIDITY

The Company relies on internal sources of capital to meet its
operating and debt service requirements. Current internal sources of funds are
cash on hand, proceeds from land sales and lease payments. Due to adverse
economic conditions prevalent in the real estate and financial markets,
development activities with respect to the Company's properties have been
significantly reduced, with none of the Company's properties currently
designated for any significant above-ground development activity.

9
<PAGE> 12

On March 31, 1995, the Company was indebted to Citizens Fidelity Bank
and Trust Company, now known as PNC Bank, Kentucky, Inc. ("PNC"), in the amount
of $7,700,000, under a revolving credit facility. Loan modification agreements
with PNC were executed on January 31, 1995, extending the maturity of this
credit facility until January 31, 1996. A $38,500 fee was paid to the lender
in connection with the extension of the loan facility. The interest rate on
outstanding loans under the facility is prime plus 1.5%. The agreement also
requires the maintenance of adequate reserves to assure that interest
obligations under the extended facility can be met. Under the agreement,
reductions in the outstanding loan balance was deferred pending the
consummation of certain land sales. The Company's indebtedness to PNC is
secured by a first mortgage on substantially all of the Company's property. On
May 3, 1995, the Company paid $200,000 to PNC reducing the outstanding
principal balance to $7,500,000.

The Company is indebted to Acceptance, a 33% shareholder of the
Company, in the amount of $1.6 million pursuant to a loan arrangement entered
into on February 1, 1995. Interest on this amount is payable monthly at the
rate of 12% per annum and the loan matures on January 31, 1996. The Company's
indebtedness to Acceptance is secured by a second mortgage on substantially all
of the Company's property. See "Note 4 - Related Party Transactions" to Notes
to Consolidated Financial Statements.

David L. Treadwell, the Company's Chairman of the Board and Chief
Executive Officer, performs services pursuant to an employee lease agreement
with Heritage Network, Incorporated, Mr. Treadwell's primary employer.
Currently, 75% of the $100,000 Annual Fee is being deferred, with interest at
12% on the deferred amounts from December 31, 1994. See "Note 4 - Related
Party Transactions" to Notes to Consolidated Financial Statements.

The Company's operations are dependent upon its ability to generate
sufficient cash flow to meet its obligations and operating costs on a timely
basis. Management believes the Company has sufficient capital to allow it to
continue to meet its obligations through December 31, 1995, if certain property
sales under contract or in negotiation are closed in 1995. Thereafter,
operations will depend upon the Company's ability to obtain additional capital
through joint venture arrangements, additional loans, sales of additional
securities or additional properties, or some combination of the foregoing. The
Company's loan from PNC in the amount of $7.5 million and the loan from
Acceptance in the amount of $1.6 million will be due on January 31, 1996.
There can be no assurance that the Company will be able to secure sufficient
funds to repay or refinance these loans.

In addition to continuing to market properties for sale and to
consider development opportunities, the Company is evaluating the desirability
of acquiring related lines of business or properties to create opportunities
for ongoing operating earnings and future increases in shareholder value.
Given the limited scope of its current activity and lack of personnel
resources, in the event the Company determines to pursue any such acquisitions,
significant changes in the Company's plan of operation for the next twelve
months, including an increase in the number of employees, will result.

10
<PAGE> 13

The Company's ability to effect any potential acquisition is dependent
upon many factors, primarily the Company's ability to successfully close the
sales of certain properties currently under contract. With the proceeds of
such sales, management believes the Company would have sufficient liquidity to
pursue one or more strategic acquisitions.

11
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PART II - OTHER INFORMATION

Item 5. - Other

On May 8, 1995, the Company announced that it had sold 5.12 acres of
commercial land located at the intersection of Major Boulevard and Vineland
Road to Bara Vineland, Inc. for $2,100,000. The purchaser previously made a
non-refundable $50,000 deposit, paid an additional $650,000 in cash at closing,
and executed a $1,310,000 note and mortgage in favor of the Company which is
due in May, 1996. The Company utilized $283,333 of the net sale proceeds for
the repayment of debt and will use the remainder for Company operations.

Item 6. - Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit
Number Exhibit Description
------ -------------------

3.1 Certificate of Incorporation of the Company, as amended
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987 and as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987).

3.2 Bylaws of the Company, as amended (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).

4 Other instruments, notes or extracts from agreements defining
the rights of holders of long-term debt of the Company or its
subsidiaries have not been filed because (i) in each case the
total amount of long-term debt permitted thereunder does not
exceed 10% of the Company's consolidated assets, and (ii) the
Company hereby agrees that it will furnish such instruments,
notes and extracts to the Securities and Exchange Commission
upon its request.

10.1 Indemnity Agreement dated December 12, 1988, between the
Company and James R. Heistand (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1988).

10.2 Indemnity Agreements between the Company and Marilyn M.
Barnett, Harold J. Bresnan, Warren M. Cason, Charles L. Knight,
Alvin L. Lawing, Jr., Francis E. Sawyer, George A. Smathers,
Joseph H. Thomas, Edward W. Turville, Thomas E. Weaver and
Stanley Weintraub. The Agreements between the Company and
Harold J. Bresnan, Warren M. Cason, Charles L. Knight, Alvin L.
Lawing, Jr., Francis E. Sawyer, George A. Smathers, Joseph H.
Thomas, Edward W. Turville, Thomas E. Weaver and Stanley
Weintraub are substantially identical in all material respects
to the Agreement between the Company and Marilyn M. Barnett
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987).

12
<PAGE> 15

10.3 Form of Indemnity Agreement between the Company and its
directors and certain officers, as utilized since December 12,
1988, (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1988).

10.4* Salary Continuation Agreement dated November 19, 1986, between
the Company and Alvin L. Lawing, Jr. (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987).

10.5 Agreements dated July 8, 1982, between the Company and Oxford
Development Enterprises, Inc., as amended (previously filed as
an exhibit to Registration Statement Number 2-84680).

10.6 Agreement dated June 16, 1978, between the Company, American
Television and Communications Corporation and others
(previously filed as an exhibit to Registration Statement
Number 2-84680).

10.7* 1990 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement dated November 6, 1990, relating to
the Annual Meeting held on November 30, 1990).

10.8 Promissory Note dated April 30, 1991, given by Major Center, a
Joint Venture, a Florida general partnership (formerly known as
The Major-Pru Development Joint Venture), as Maker, to and in
favor of The Prudential Insurance Company of America, as Payee,
in the original principal sum of $31,000,000.00 (previously
filed as an exhibit to the Company's Current Report on Form 8-K
dated April 30, 1990).

10.9 Mortgage and Security Agreement securing the Promissory Note,
dated April 30, 1990, given by Major Center, a Joint Venture, a
Florida general partnership, as Mortgagor, to and in favor of
The Prudential Insurance Company of America, as Mortgagee, said
Mortgage and Security Agreement being filed in Orange County
and Hillsborough County, Florida (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April
30, 1990).

10.10 Assignment of Leases and Rents dated April 30, 1990, given by
Major Center, a Joint Venture, a Florida general partnership,
to and in favor of The Prudential Insurance Company of America,
said Assignment of Leases and Rents being filed in Orange
County and Hillsborough County, Florida (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April
30, 1990).

10.11 Assumption and Indemnification Agreement dated April 30, 1990,
by and between the Company, MPJV Corporation, a Florida
corporation for the benefit of The Prudential Insurance Company
of America, a New Jersey corporation (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April
30, 1990).

13
<PAGE> 16

10.12 Loan Agreement dated as of October 11, 1989, between the
Company and Citizens Fidelity Bank and Trust Company (now known
as PNC Bank, Kentucky, Inc.), Louisville, Kentucky (previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1989).

10.13 Indemnification Agreement dated April 30, 1990, by and between
Major Center, a Joint Venture, a Florida general partnership,
MPJV Corporation, a Florida corporation, and The Prudential
Insurance Company of America, a New Jersey corporation
(previously filed as an exhibit to the Company's Current Report
on Form 8-K dated April 30, 1990).

10.14 Mortgage Deed and Security Agreement granted October 11, 1989,
by the Company in favor of Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1989).

10.15 Security Agreement dated November 30, 1990, granted by the
Company in favor of Citizens Fidelity Bank and Trust Company,
Louisville, Kentucky (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990).

10.16 Amendment to Loan Agreement, dated as of November 30, 1990,
between the Company and Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990).

10.17 Second Amendment to Loan Agreement, dated as of August 29,
1991, between the Company and Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).

10.18 Amendment to Mortgage Deed and Security Agreement, dated August
29, 1991, granted by the Company in favor of Citizens Fidelity
Bank and Trust Company, Louisville, Kentucky (previously filed
as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1991).

10.19 Loan Agreement, dated as of March 25, 1992, between the Company
and Valassis Enterprises, L.P. (previously filed as an exhibit
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).

10.20 Agreement for Settlement and Termination of Management and
Advisory Agreement, dated as of March 25, 1992, between the
Company and The Major Group, Inc. (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991).

14
<PAGE> 17

10.21 Note, dated March 25, 1992, given by the Company to Valassis
Enterprises, L.P., in the original principal sum of
$3,000,000.00 (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1991).

10.22 Note, dated March 25, 1992, given by the Company to The Major
Group, Inc. in the original principal sum of $1,000,000.00
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).

10.23 Note, dated March 25, 1992, given by the Company to The Major
Group, Inc. in the original principal sum of $514,581.00
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).

10.24 Second Mortgage and Security Agreement, dated as of March 25,
1992, given by the Company to The Major Group, Inc. and
Valassis Enterprises, L.P. (previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).

10.25 Third Mortgage and Security Agreement, dated as of March 25,
1992, given by the Company to The Major Group, Inc. (previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991).

10.26 Hazardous Materials Indemnification Agreement, dated as of
March 25, 1992, between the Company and Valassis Enterprises,
L.P. (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1991).

10.27 Hazardous Materials Indemnification Agreement, dated as of
March 25, 1992, between the Company and The Major Group, Inc.
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).

10.28 Citizens Agreement, dated as of March 25, 1992, among the
Company, Valassis Enterprises, L.P., The Major Group, Inc., and
Citizens Fidelity Bank and Trust Company (previously filed as
an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991).

10.29 Lenders Agreement for Administration of and Joint Action with
Respect to Mortgages from Major Realty Corporation, dated March
25, 1992, among the Company, Valassis Enterprises, L.P. and The
Major Group, Inc (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991).

15
<PAGE> 18

10.30 Agreement Regarding Extension and Modification of Promissory
Note dated April 21, 1992, by and between Major Centre, A Joint
Venture, a Florida general partnership, and Prudential
Insurance Company of America (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992).

10.31 Agreement Regarding Renewal, Extension and Modification of
Mortgage and Security Agreement dated April 21, 1992, by and
between Major Centre, A Joint Venture, a Florida general
partnership, and Prudential Insurance Company of America
(previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).

10.32 Agreement for Sale and Purchase between Major Centre, a Florida
general partnership, the Company, MPJV Corporation, a Florida
corporation, and Universal City Development Partners, a Florida
general partnership (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992).

10.33 Second Mortgage and Security Agreement dated June 30, 1992, by
Major Centre, a Florida general partnership, and the Company,
in favor of Universal City Development Partners, a Florida
general partnership (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992).

10.34* Employee Lease Agreement executed as of the 26th day of March,
1992, between the Company, Heritage Network Incorporated and
David L. Treadwell (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1992).

10.35* Employment Agreement between the Company and Gary E. Jahraus
dated January 20, 1993 (previously filed as an exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1992).

10.36 Contract for Sale and Purchase between Major Center, A Joint
Venture, formerly known as The Major-Pru Development Joint
Venture, a Florida General Partnership, and Chavez Properties,
a Georgia general partnership, dated February 2, 1993
(previously filed as an exhibit to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1992).

10.37 Nonrecourse Purchase Money Mortgage by Chavez
Properties-Garrison Channel, Limited Partnership, a Georgia
limited partnership, in favor of Major Center, A Joint Venture,
dated April 26, 1993 (previously filed as an exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1993).

16
<PAGE> 19

10.38 Nonrecourse Purchase Money Promissory Note for $2,750,000 from
Chavez Properties-Garrison Channel, Limited Partnership, a
Georgia limited partnership, in favor of Major Center, A Joint
Venture, dated April 26, 1993 (previously filed as an exhibit
to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993).

10.39 Amendment to Mortgage Deed and Security Agreement, dated
January 31, 1994, granted by the Company in favor of PNC Bank,
Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit
to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993)

10.40 Second Amendment to Mortgage Note, dated January 31, 1994, by
the Company and PNC Bank, Kentucky, Inc., formerly Citizens
Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1993).

10.41 Third Amendment to Loan Agreement, dated as of January 31,
1994, by the Company and PNC Bank, Kentucky, Inc., formerly
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Amendment No.
1 to Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1993).

10.42 Collateral Assignment of Nonrecourse Purchase Money Promissory
Note and Mortgage, dated as of January 31, 1994, by Major
Center, a Florida joint venture partnership, the Company and
PNC Bank, Kentucky, Inc. (previously filed as an exhibit to the
Company's Amendment No. 1 to Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1993).

10.43* Consultant Services Agreement, effective April 1, 1994, between
the Company and Development Consultants, Inc. of Orlando
(previously filed as Exhibit 10.43 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.44* Amendment No. 1 to Employee Lease Agreement, as of the first
day of April, 1994, between the Company and David L. Treadwell
(previously filed as Exhibit 10.44 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.45* Option Agreement, dated as of June 14, 1994, by and between the
Company and David L. Treadwell (previously filed as Exhibit
10.45 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994).

10.46* Amendment No. 2 to Employee Lease Agreement, as of January 1,
1995, between the Company and David L. Treadwell (previously
filed as Exhibit 10.46 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994).

17
<PAGE> 20

10.47 Amendment to Citizens Agreement, dated as of the first day of
February, 1995, among Valassis Enterprises, L.P., Acceptance
Insurance Companies Inc., the Company and PNC Bank, Kentucky,
Inc., formerly known as Citizens Fidelity Bank and Trust
Company (previously filed as Exhibit 10.47 to the Company's
Annual Report on Form 10-KSB for the fiscal year ended December
31, 1994).

10.48 Mortgage Modification and Future Advance Agreement, dated
February 1, 1995, between Acceptance Insurance Companies Inc.
and the Company (previously filed as Exhibit 10.48 to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994).

10.49 Assignment of Mortgage and Other Security Documents, dated
January 25, 1995, from Valassis Enterprises, L.P. to Acceptance
Insurance Companies Inc. (previously filed as Exhibit 10.49 to
the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994).

10.50 Renewal and Consolidation Promissory Note, dated February 1,
1995, made by the Company in favor of Acceptance Insurance
Companies Inc. in the original principal sum of $1,600,000.00
(previously filed as Exhibit 10.50 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.51 Third Amendment to Mortgage Note, dated January 31, 1995, by
the Company and PNC Bank, Kentucky, Inc., formerly Citizens
Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as Exhibit 10.51 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.52 Fourth Amendment to Loan Agreement, dated as of January 31,
1995, by the Company and PNC Bank, Kentucky, Inc., formerly
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as Exhibit 10.52 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1994).

10.53 Amendment to Mortgage Deed and Security Agreement, dated
January 31, 1995, granted by the Company in favor of PNC Bank,
Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as Exhibit
10.53 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994).

27 Financial Data Schedule (for SEC use only)

-----------------------------------------------------------
* MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.

18
<PAGE> 21

(b) Reports on Form 8-K

Report on Form 8-K dated February 6, 1995, announcing the
Company had signed a $6,280,000 contract for sale of
approximately 10.36 acres of commercial land located at the
northeast intersection of Interstate 4 and Kirkman Road in
Orlando, Florida.

19
<PAGE> 22

MAJOR REALTY CORPORATION

FORM 10-QSB

For the Quarter Ended March 31, 1995

SIGNATURES

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

MAJOR REALTY CORPORATION
(Registrant)

May 12, 1995 By:/s/ David L. Treadwell
- ------------------------- ----------------------------------
Date David L. Treadwell, Chairman
(Chief Executive Officer and
Principal Financial Officer)

20
<PAGE> 23

EXHIBIT INDEX

Sequentially
Numbered
Exhibit --------
Number Exhibit Description Page
------ ------------------- ----
<S> <C>
3.1 Certificate of Incorporation of the Company, as amended
(previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1987 and as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987).

3.2 Bylaws of the Company, as amended (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990).

10.2 Indemnity Agreements between the Company and Marilyn M.
Barnett, Harold J. Bresnan, Warren M. Cason, Charles L.
Knight, Alvin L. Lawing, Jr., Francis E. Sawyer, George A.
Smathers, Joseph H. Thomas, Edward W. Turville, Thomas E.
Weaver and Stanley Weintraub. The Agreements between the
Company and Harold J. Bresnan, Warren M. Cason, Charles L.
Knight, Alvin L. Lawing, Jr., Francis E. Sawyer, George A.
Smathers, Joseph H. Thomas, Edward W. Turville, Thomas E.
Weaver and Stanley Weintraub are substantially identical in all
material respects to the Agreement between the Company and
Marilyn M. Barnett (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987).

21
<PAGE> 24

10.5 Agreements dated July 8, 1982, between the Company and Oxford
Development Enterprises, Inc., as amended (previously filed as
an exhibit to Registration Statement Number 2-84680).

10.6 Agreement dated June 16, 1978, between the Company, American
Television and Communications Corporation and others
(previously filed as an exhibit to Registration Statement
Number 2-84680).

10.7* 1990 Stock Option Plan (previously filed as an exhibit to the
Company's Proxy Statement dated November 6, 1990, relating to
the Annual Meeting held on November 30, 1990).

22
<PAGE> 25

23
<PAGE> 26

24
<PAGE> 27

25
<PAGE> 28

26
<PAGE> 29

27
<PAGE> 30

27 Financial Data Schedule (for SEC purposes only)

-----------------------------------------------------------
* Management contract or compensatory plan or arrangement.

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 691
<SECURITIES> 0
<RECEIVABLES> 2,750
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,882
<PP&E> 7,373
<DEPRECIATION> 62
<TOTAL-ASSETS> 11,285
<CURRENT-LIABILITIES> 10,670
<BONDS> 0
<COMMON> 69
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 11,285
<SALES> 0
<TOTAL-REVENUES> 111
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 599
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (488)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (488)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)

</TABLE>