8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

Amendment No. 1

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Act of 1934

Date of Report (Date of earliest event reported)

March 10, 2004

Blue Ridge Real Estate Company

Big Boulder Corporation

(Exact name of registrant as specified in its charter)

                  0-28-44 (Blue Ridge)      24-0854342 (Blue Ridge)

Pennsylvania      0-28-43 (Big Boulder)     24-0822326 (Big Boulder)

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(State of other   (Commission File Number)   (IRS Employer

jurisdiction of                              Identification Number)

incorporation)

P. O. Box 707, Blakeslee, Pennsylvania 18610-0707

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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (570) 443-8433

                                                    --------------

Not applicable

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(Former name or former address, if changed since last report)

     Under a Security  Combination  Agreement  between  Blue  Ridge Real  Estate Company (Blue Ridge) and Big Boulder  Corporation (Big Boulder)  (referred to as the  Corporations)  and  under the by-laws of the  Corporations,  shares of the Corporations are combined in unit  certificates,  each certificate  representing the same number of shares of each of the  Corporations.  Shares of either of the Corporations may be transferred only together with an equal number of shares of the other Corporation.  For this reason, a combined Blue Ridge/Big Boulder Form 8-K is being filed.  Except as otherwise indicated, all information applies to both Corporations.

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Item 2.  Acquisition or Disposition of Assets

     On March 10, 2004, Blue Ridge Real Estate Company sold the Dreshertown Plaza to Dreshertown Plaza, L.P., a Pennsylvania limited partnership, as Assignee of Brandolini Property Management.  The buyer has no material relationship to the Registrant or any of its affiliates, any director or officer of the Companies or any associate of any such director or officer.

     The property consists of buildings, fixtures and other improvements constructed thereon, including but not limited to the approximately 99,133 square foot retail shopping center and 14.68 acres of land located in Upper Dublin Township, Montgomery County, Pennsylvania.

      The sale price, which was determined through direct negotiations between the parties, of the disposed asset was $14,950,000. Net proceeds of the sale were $14,575,000.  Book value of the property was approximately $2,400,000 netting a pre-tax gain of approximately $12,026,000. It is the intent of the Companies to seek comparable properties that can be acquired in a tax deferred like-kind exchange in accordance with Internal Revenue Code Section 1031.

     Based on the closing date of March 10, 2004, this transaction will be included in the Corporations’ quarterly report on Form 10-Q for the quarterly period ended April 30, 2004.

Item 7. Financial Statements and Exhibits.

(b) Pro Forma Financial Information – Attached as Exhibit 99(b), and incorporated herein in response to this item, is the Blue Ridge Real Estate Company and Big Boulder Corporation unaudited Pro Forma Financial Information reflecting the disposition of the Dreshertown Shopping Plaza asset.

                                     Signatures

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

                                     Blue Ridge Real Estate Company

                                     Big Boulder Corporation

Date: May 10, 2004

                                     By: /s/ Eldon D. Dietterick

                                        ------------------------

                                         Eldon D. Dietterick

                                         Executive Vice President

                                         and Treasurer

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EX-99

Exhibit 99 (b)

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS

"Pro Forma on Sale of Dreshertown Shopping Plaza"

UNAUDITED

			10/31/03
		Pro Forma	Pro Forma
ASSETS	10/31/03	Adjustments	Results
Current Assets:
Cash and cash equivalents      (all funds are interest bearing)	$178,315		$178,315
Accounts receivable and notes     receivable	705,408	13,557	718,965
Inventories	295,828		295,828
Prepaid expenses and other      current assets	822,537	(130,737)	691,800
Deferred operating costs	2,509,778		2,509,778
Total current assets	4,511,866	(117,180)	4,394,686
Cash held in escrow	309,308	8,043,887	8,353,195
Notes receivable noncurrent	353,238	0	353,238
Properties:
Land held for investment,     principally unimproved (14,389
acres per land ledger)	1,791,594		1,791,594
Land and land development      costs(5,124 acres per land      ledger)	918,860		918,860
Land improvements, buildings and     equipment	53,309,527	(5,566,382)	47,743,145
	56,019,981	(5,566,382)	50,453,599
Less accumulated depreciation and amortization	35,944,275	(3,139,015)	32,805,260
	20,075,706	(2,427,368)	17,648,338
Assets held for sale	2,710,292	0	2,710,292
	$27,960,410	$5,499,340	$33,459,750

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1

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS (Continued)

"Pro Forma on Sale of Dreshertown Shopping Plaza"

UNAUDITED

			10/31/03
		Pro Forma	Pro Forma
LIABILITIES AND SHAREHOLDERS' EQUITY	10/31/03	Adjustments	Results
Current Liabilities:
Notes payable - line of credit	$1,188,000		$1,188,000
Current installments of long-term debt and capital lease obligations	7,101,661	(6,193,000)	908,661
Accounts and other payables	979,509		979,509
Accrued claims	250,942		250,942
Deferred revenue	737,533		737,533
Accrued pension expense	733,710		733,710
Accrued liabilities	824,998	(279,132)	545,866
Deferred income taxes	832,000		832,000
Total current liabilities	12,648,353	(6,472,132)	6,176,221
Long-term debt and capital lease    obligations, less current   installments	3,889,095		3,889,095
Deferred income non-current	515,631		515,631
Other non-current liabilities	12,572		12,572
Deferred income taxes	1,371,000	5,366,774	6,737,774
Commitments and contingencies
Combined shareholders' equity:
Capital stock, without par        value, stated value $.30 per
combined share, Blue Ridge        and Big Boulder each
authorized 3,000,000 shares,       each issued 2,198,148 shares	659,444		659,444
Capital in excess of stated        value	1,461,748		1,461,748
Compensation recognized under        employee stock plans	200,900		200,900
Earnings retained in the        business	9,287,074	6,604,698	15,891,772
	11,609,166	6,604,698	18,213,864
Less cost of 282,018 shares of    capital stock in treasury as of    October 31, 2003.	2,085,407		2,085,407
	9,523,759	6,604,698	16,128,457
	$27,960,410	$5,499,340	$33,459,750

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2

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS AND EARNINGS RETAINED IN THE BUSINESS

"Pro Forma on Sale of Dreshertown Shopping Plaza"

UNAUDITED

				10/31/03
		Pro Forma		Pro Forma
	10/31/03	Adjustments		Results
Revenues:
Ski operations	$10,269,984			$10,269,984
Real estate management	3,129,394			3,129,394
Summer recreation operations	1,876,724			1,876,724
Land resource management	2,620,907			2,620,907
Rental income	1,964,609	(1,696,222)	A	268,387
	19,861,618	(1,696,222)		18,165,396
Costs and expenses:
Ski operations	10,669,427			10,669,427
Real estate management	2,750,152			2,750,152
Summer recreation operations	1,738,786			1,738,786
Land resource management	585,137			585,137
Rental income	3,256,216	(2,921,277)	B	334,939
General and administration	1,055,746			1,055,746
	20,055,464	(2,921,277)		17,134,187
(Loss) income from     operations	(193,846)	1,225,055		1,031,209
Other income (expense):
Interest and other income	22,475	12,026,867	C	12,049,342
Interest expense	(424,766)	165,012	D	(259,754)
	(402,291)	12,191,879		11,789,588
(Loss) income before income taxes	(596,137)	13,416,934		12,820,797
Provision (credit) for income taxes:
Current	(14,000)			(14,000)
Deferred	297,000	5,366,774	E	5,663,774
	283,000	5,366,774		5,649,774
Net (loss) income	(879,137)	8,050,160		7,171,023
Earnings retained in business
Beginning of year	10,166,211			10,166,211
End of year	$9,287,074			$17,337,234
Basic (loss) earnings per weighted average combined share based on 1,916,130 shares outstanding:	($0.45)			$3.75
Diluted (loss) earnings per weighted average Combined share based on 1,935,244 shares outstanding:	($0.45)			$3.71

Notes to unaudited Pro forma combined statement of operations and Earnings retained in the business:

(A) Entry represents reduction in revenue assuming Dreshertown sale occurred November 1, 2002.

(B) Entry represents reduction in expenses and expenses related to the sale assuming the transaction occurred November 1, 2002.

(C) Entry represents pretax gain on the sale of the asset.

(D) Entry represents the reduction in interest expense assuming the sale occurred November 1, 2002.

(E) Entry represents the deferred tax provision calculated at the effective income tax rate of 40%.

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3

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS

"Pro Forma on Sale of Dreshertown Shopping Plaza"

UNAUDITED

			1/31/04
		Pro Forma	Pro Forma
ASSETS	1/31/04	Adjustments	Results
Current Assets:
Cash and cash equivalents      (all funds are interest bearing)	$274,487		$274,487
Accounts receivable and notes     receivable	746,630	13,557	760,187
Inventories	259,869		259,869
Prepaid expenses and other      current assets	874,581	(130,737)	743,844
Deferred operating costs	1,329,799		1,329,799
Total current assets	3,485,366	(117,180)	3,368,186
Cash held in escrow	526,039	8,043,887	8,569,926
Notes receivable noncurrent	403,606	0	403,606
Properties:
Land held for investment,     principally unimproved (14,389
acres per land ledger)	1,966,306		1,966,306
Land and land development      costs(5,124 acres per land      ledger)	1,330,733		1,330,733
Land improvements, buildings and     equipment	53,938,803	(5,566,382)	48,372,421
	57,235,842	(5,566,382)	51,669,460
Less accumulated depreciation and amortization	36,296,177	(3,139,015)	33,157,162
	20,939,665	(2,427,368)	18,512,297
Assets held for sale	2,710,292	0	2,710,292
	$28,064,968	$5,499,340	$33,564,308

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4

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS (Continued)

"Pro Forma on Sale of Dreshertown Shopping Plaza"

UNAUDITED

			1/31/04
		Pro Forma	Pro Forma
LIABILITIES AND SHAREHOLDERS' EQUITY	1/31/04	Adjustments	Results
Current Liabilities:
Notes payable - line of credit	$786,000		$786,000
Current installments of long-term debt and capital lease obligations	7,099,819	(6,193,000)	906,819
Accounts and other payables	1,038,525		1,038,525
Accrued claims	226,942		226,942
Deferred revenue	699,205		699,205
Accrued pension expense	795,705		795,705
Accrued liabilities	1,022,223	(279,132)	743,091
Deferred income taxes	917,000		917,000
Total current liabilities	12,585,419	(6,472,132)	6,113,287
Long-term debt and capital lease    obligations, less current   installments	3,925,373		3,925,373
Deferred income non-current	515,631		515,631
Other non-current liabilities	16,770		16,770
Deferred income taxes	1,371,000	4,715,499	6,086,499
Commitments and contingencies
Combined shareholders' equity:
Capital stock, without par        value, stated value $.30 per
combined share, Blue Ridge        and Big Boulder each
authorized 3,000,000 shares,       each issued 2,198,148 shares	659,444		659,444
Capital in excess of stated        value	1,461,748		1,461,748
Compensation recognized under        employee stock plans	200,900		200,900
Earnings retained in the        business	9,414,090	7,255,973	16,670,063
	11,736,182	7,255,973	18,992,155
Less cost of 282,018 shares of    capital stock in treasury as of    January 31, 2004.	2,085,407		2,085,407
	9,650,775	7,255,973	16,906,748
	$28,064,968	$5,499,340	$33,564,308

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5

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS AND EARNINGS RETAINED IN THE BUSINESS

"Pro Forma on Sale of Dreshertown Shopping Plaza"

UNAUDITED

				1/31/04
		Pro Forma		Pro Forma
	1/31/04	Adjustments		Results
Revenues:
Ski operations	4,907,632			4,907,632
Real estate management	884,228			884,228
Summer recreation operations	104,752			104,752
Land resource management	667,876			667,876
Rental income	493,403	(460,527)	A	32,876
	7,057,891	(460,527)		6,597,364
Costs and expenses:
Ski operations	5,105,414			5,105,414
Real estate management	814,088			814,088
Summer recreation operations	181,897			181,897
Land resource management	116,302			116,302
Rental income	264,359	(172,678)	B	91,681
General and administration	207,811			207,811
	6,689,791	(172,678)		6,517,113
(Loss) income from     operations	368,100	(287,849)		80,251
Other income (expense):
Interest and other income	1,624	12,026,867	C	12,028,491
Interest expense	(157,708)	49,728	D	(107,980)
	(156,084)	12,076,595		11,920,511
(Loss) income before income taxes	212,016	11,788,747		12,000,763
Provision (credit) for income taxes:
Current	85,000			85,000
Deferred		4,715,499	E	4,715,499
	85,000	4,715,499		4,800,499
Net (loss) income	127,016	7,073,248		7,200,264
Earnings retained in business
Beginning of year	9,287,074			9,287,074
End of year	$9,414,090			$16,487,338
Basic (loss) earnings per weighted average combined share based on 1,916,130 shares outstanding:	$0.07			$3.76
Diluted (loss) earnings per weighted average Combined share based on 1,941,656 shares outstanding:	$0.07			$3.71

Notes to unaudited Pro forma combined statement of operations and Earnings retained in the business:

(A) Entry represents reduction in revenue assuming Dreshertown sale occurred November 1, 2003.

(B) Entry represents reduction in expenses and expenses related to the sale assuming the transaction occurred November 1, 2003.

(C) Entry represents pretax gain on the sale of the asset.

(D) Entry represents the reduction in interest expense assuming the sale occurred November 1, 2003.

(E) Entry represents the deferred tax provision calculated at the effective income tax rate of 40%.

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