S-8

As filed with the Securities and Exchange Commission on September 7, 2004.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania (State or Other Jurisdiction of Incorporation or Organization) 24-0854342 (Blue Ridge) 24-0822326 (Big Boulder) (IRS Employer Identification No.)

________________

P. O. Box 707

Blakeslee, Pennsylvania  18610-0707

(570) 443-8433

(Address, including zip code, of Principal Executive Offices)

________________

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENTS

(Full Title of the Plan)

________________

Eldon D. Dietterick

Executive Vice President and Treasurer

P. O. Box 707

Blakeslee, Pennsylvania  18610-0707

(570) 443-8433

(Name, Address and Telephone Number,

Including Area Code, of Agent for Service)

________________

Copy to:

Richard A. Silfen, Esq.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

(215) 963-5000

________________

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 1

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Number of` shares to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee (3)
Stock Option Agreement with Michael J. Flynn dated July 20, 1993, as amended Common Stock, without par value (4)	10,000	$6.75	$67,500.00	$8.55
Stock Option Agreement with Michael J. Flynn dated July 1, 1997, as amended Common Stock, without par value (4)	25,000	$6.75	$168,750.00	$21.38
Stock Option Agreement with Patrick M. Flynn dated December 10, 2001 Common Stock, without par value (4)	5,000	$10.50	$52,500.00	$6.65
Stock Option Agreement with Patrick M. Flynn dated December 2, 2002 Common Stock, without par value (4)	5,000	$10.90	$54,500.00	$6.91
Stock Option Agreement with Patrick M. Flynn dated February 13, 2004 Common Stock, without par value (4)	10,000	$17.75	$177,500.00	$22.49
Stock Option Agreement with Eldon D. Dietterick dated December 10, 2001 Common Stock, without par value (4)	3,000	$10.50	$31,500.00	$3.99
Stock Option Agreement with Eldon D. Dietterick dated December 2, 2002 Common Stock, without par value (4)	4,000	$10.90	$43,600.00	$5.52
Stock Option Agreement with Eldon D. Dietterick dated February 13, 2004 Common Stock, without par value (4)	7,000	$17.75	$124,250.00	$15.74
Stock Option Agreement with Richard T. Frey dated December 10, 2001 Common Stock, without par value (4)	2,000	$10.50	$21,000.00	$2.66
Stock Option Agreement with Richard T. Frey dated December 2, 2002 Common Stock, without par value (4)	3,000	$10.90	$32,700.00	$4.14
Stock Option Agreement with Richard T. Frey dated February 13, 2004 Common Stock, without par value (4)	5,000	$17.75	$88,750.00	$11.24
Stock Option Agreement with Mark Daubert dated December 10, 2001 Common Stock, without par value (4)	1,000	$10.50	$10,500.00	$1.33
Stock Option Agreement with Mark Daubert dated December 2, 2002 Common Stock, without par value (4)	2,000	$10.90	$21,800.00	$2.76
Stock Option Agreement with Mark Daubert dated February 13, 2004 Common Stock, without par value (4)	3,000	$17.75	$53,250.00	$6.75
Stock Option Agreement with Carl V. Kerstetter dated December 2, 2002 Common Stock, without par value (4)	2,000	$10.90	$21,800.00	$2.76
Stock Option Agreement with Carl V. Kerstetter dated February 13, 2004 Common Stock, without par value (4)	3,000	$17.75	$53,250.00	$6.75
Stock Option Agreement with Cynthia A. Barron dated December 2, 2002 Common Stock, without par value (4)	2,000	$10.90	$21,800.00	$2.76

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Stock Option Agreement with Cynthia A. Barron dated February 13, 2004 Common Stock, without par value (4)	3,000	$17.75	$53,250.00	$6.75
Stock Option Agreement with Christine A. Liebold dated February 13, 2004 Common Stock, without par value (4)	1,000	$17.75	$17,750.00	$2.25
Total:	96,000		$1,115,950.00	$141.38

(1)

This Registration Statement covers shares of Common Stock of Blue Ridge Real Estate Company/Big Boulder Corporation that may become issuable under the Stock Option Agreements identified above.  This Registration Statement also relates to an indeterminate number of shares of Common Stock that may be issued by reason of any stock split, stock dividend, recapitalization or any other similar transaction in accordance with Rule 416.  

(2)

Such shares are issuable upon exercise of outstanding options with fixed exercise prices.  Pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised. The offering price per share set forth for such shares is the weighted average exercise price at which such options are exercisable.

(3)

Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate offering price multiplied by $.0001267.

(4)

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

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed by Blue Ridge Real Estate Company/Big Boulder Corporation (the “Registrant”) with the Commission are incorporated by reference into this Registration Statement:

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003.

(2)

The description of the Registrant’s shares of Common Stock, without par value, contained in the Registrant’s Form 10 filed with the Commission on September 28, 1967, to register such securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

(3)

The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2004 and January 31, 2004.

(4)

The Registrant’s Current Reports on Form 8-K filed on March 10, 2004 (as amended on May 10, 2004), June 1, 2004 (as amended on August 6, 2004) and June 23, 2004.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference to this Registration Statement and to be a part hereof from the date of the filing of such reports and documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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 4

Item 4.

Description of Securities.

Not Applicable.

Item 5.

Interests of Named Experts and Counsel.

Not Applicable.

Item 6.

Indemnification of Directors and Officers.

Section 1741 of the Pennsylvania Business Corporation Law (“PBCL”) empowers a corporation to indemnify any officer or director acting in his or her capacity as a representative of the corporation who was or is a party or is threatened to be made a party to any action or proceeding against expenses, judgments, penalties, fines and amounts paid in settlement in connection with such action or proceeding whether the action was instituted by a third party or arose by or in the right of the corporation.  The PBCL limits the ability of a corporation to indemnify its officers and directors for conduct constituting willful misconduct or recklessness, or acts in violation of criminal statute.

The Registrant’s articles of incorporation provide that the directors and officers of the Registrant shall not be personally liable for monetary damages (including, without limitations, any judgment, amount paid in settlement, penalty, punitive damages or expense of any nature (including, without limitations, attorneys’ fees and disbursement)) for any action taken, or any failure to take any action, unless the director has breached or failed to perform the duties of his office under the Registrant’s articles, bylaws or applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.  Further, the articles provide that indemnification shall not apply to the responsibility or liability of a director or officer pursuant to any criminal statute or for the payment of taxes.  

The Registrant’s bylaws indemnify any director or officer of the Registrant made part of any action, suit or proceeding against the reasonable expenses, including attorneys’ gees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceed, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such director or officer is liable for negligence or misconduct in the performance of his duties.  In the case of a criminal action, suit or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not be deemed an adjudication that such officer, director or employee is liable for negligence or misconduct in the performance of his duties if such officer, director or employe e was acting in good faith in what he considered to be the best interests of the Registrant and with no reasonable cause to believe that the action was illegal.  Further, the bylaws provide that the Board of Directors may authorize the Registrant  to purchase and maintain directors’ and officers’ liability insurance, insuring against any liability asserted against him and incurred by him in his capacity or arising out of his status as a director and/or officer of the Registrant to the extent authorized by law.  

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item 7.

Exemption from Registration Claimed.

Not Applicable.

Item 8.

Exhibits.

The following is a list of Exhibits filed as part of this Registration Statement on Form S-8.  Where so indicated by footnote, Exhibits that were previously filed are incorporated herein by reference.   

Exhibit

Description

4.1

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Michael J. Flynn dated July 20, 1993. (1)

4.2

Addendum dated February 5, 2003 to Stock Option Agreement with Michael J. Flynn dated July 20, 1993.

4.3

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Michael J. Flynn dated July 1, 1997.

4.4

Addendum dated February 5, 2003 to Stock Option Agreement with Michael J. Flynn dated July 1, 1997.

4.5

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Patrick M. Flynn dated December 10, 2001. (2)

4.6

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Patrick M. Flynn dated December 2, 2002. (3)

4.7

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Patrick M. Flynn dated February 13, 2004.

4.8

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Eldon D. Dietterick dated December 10, 2001. (2)

4.9

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Eldon D. Dietterick dated December 2, 2002. (3)

4.10

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Eldon D. Dietterick dated February 13, 2004.

4.11

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Richard T. Frey dated December 10, 2001. (2)

4.12

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Richard T. Frey dated December 2, 2002. (3)

4.13

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Richard T. Frey dated February 13, 2004.

4.14

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Mark Daubert dated December 10, 2001. (2)

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 6

4.15

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Mark Daubert dated December 2, 2002. (3)

4.16

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Mark Daubert dated February 13, 2004.

4.17

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Carl V. Kerstetter dated December 2, 2002. (3)

4.18

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Carl V. Kerstetter dated February 13, 2004.

4.19

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Cynthia A. Barron dated December 2, 2002. (3)

4.20

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Cynthia A. Barron February 13, 2004.

4.21

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Christine A. Liebold dated February 13, 2004.

5.1

Opinion of Morgan, Lewis & Bockius LLP.

23.1

Independent Auditors’ Consent.

23.2

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).

24

Power of Attorney (included as part of the signature page).

Footnotes

(1)  Filed August 26, 1994 as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 1993 and incorporated by reference herein.

(2)  Filed January 29, 2003 as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2002 and incorporated by reference herein.

(3)  Filed February 13, 2004 as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003 and incorporated by reference herein.

Item 9.

Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:  

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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 7

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration S tatement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by contro lling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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 8

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Blakeslee, Commonwealth of Pennsylvania, on August 27, 2004.

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

By:

/s/ Patrick M. Flynn

Patrick M. Flynn

Chief Executive Officer and

President

By:

/s/ Eldon D. Dietterick

Eldon D. Dietterick

Chief Financial Officer and

Executive Vice President and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Liebold, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agen ts, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Flynn Michael J. Flynn	Chairman of the Board	August 27, 2004
/s/ Patrick M. Flynn Patrick M. Flynn	Chief Executive Officer, President, and Director	August 27, 2004
/s/ Eldon D. Dietterick Eldon D. Dietterick	Chief Financial Officer, Executive Vice President and Treasurer	August 27, 2004

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/s/ Milton Cooper Milton Cooper	Director	August 27, 2004
/s/ Wolfgang Traber Wolfgang Traber	Director	August 27, 2004

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BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

INDEX TO EXHIBITS

The following is the Index to Exhibits filed as part of this Registration Statement on Form S-8.  Where so indicated by footnote, Exhibits that were previously filed are incorporated herein by reference.   

Exhibit

Description

4.1

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Michael J. Flynn dated July 20, 1993. (1)

4.2

Addendum dated February 5, 2003 to Stock Option Agreement with Michael J. Flynn dated July 20, 1993.

4.3

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Michael J. Flynn dated July 1, 1997.

4.4

Addendum dated February 5, 2003 to Stock Option Agreement with Michael J. Flynn dated July 1, 1997.

4.5

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Patrick M. Flynn dated December 10, 2001. (2)

4.6

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Patrick M. Flynn dated December 2, 2002. (3)

4.7

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Patrick M. Flynn dated February 13, 2004.

4.8

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Eldon D. Dietterick dated December 10, 2001. (2)

4.9

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Eldon D. Dietterick dated December 2, 2002. (3)

4.10

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Eldon D. Dietterick dated February 13, 2004.

4.11

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Richard T. Frey dated December 10, 2001. (2)

4.12

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Richard T. Frey dated December 2, 2002. (3)

4.13

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Richard T. Frey dated February 13, 2004.

4.14

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Mark Daubert dated December 10, 2001. (2)

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4.15

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Mark Daubert dated December 2, 2002. (3)

4.16

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Mark Daubert dated February 13, 2004.

4.17

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Carl V. Kerstetter dated December 2, 2002. (3)

4.18

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Carl V. Kerstetter dated February 13, 2004.

4.19

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Cynthia A. Barron dated December 2, 2002. (3)

4.20

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Cynthia A. Barron February 13, 2004.

4.21

Blue Ridge Real Estate Company/Big Boulder Corporation Stock Option Agreement with Christine A. Liebold dated February 13, 2004.

5.1

Opinion of Morgan, Lewis & Bockius LLP.

23.1

Independent Auditors’ Consent.

23.2

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).

24

Power of Attorney (included as part of the signature page).

Footnotes

(1)  Filed August 26, 1994 as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 1993 and incorporated by reference herein.

(2)  Filed January 29, 2003 as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2002 and incorporated by reference herein.

(3)  Filed February 13, 2004 as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2003 and incorporated by reference herein.

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EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                      ADDENDUM TO STOCK OPTION AGREEMENT


      Michael  J.  Flynn  (the  "Optionee")  has  been  granted  an option (the
"Option") as of July 20, 1993 to purchase 10,000 shares of Common Stock of Blue
Ridge  Real  Estate  Company  and  Big  Boulder  Corporation (collectively  the
"Companies").  In accordance with Paragraph 9 Amendment,  the  Option Agreement
of July 20, 1993 is subject to the following revision:

2.   DURATION  OF  OPTION.   Pursuant  to  the  approval given by the Board  of
Directors of the Companies at a Board Meeting held  on  February  5,  2003, the
Option already granted is extended and shall expire, and all rights to purchase
Shares pursuant thereto shall cease, on July 1, 2008.

      All  other  terms  and  conditions  of  the Option of July 20, 1993 shall
remain the same.

Date of Extension:  February 5, 2003


                                    BLUE RIDGE REAL ESTATE COMPANY
                                    BIG BOULDER CORPORATION


                                    By: /s/ Eldon D. Dietterick
                                           Eldon D. Dietterick
                                           Executive Vice President and
Treasurer

Attest:


/s/ Betty Ann Lopinto         /s/ Michael J. Flynn
                                    Michael J. Flynn, Optionee

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT


      Michael  Flynn (the "Optionee") has been granted an option (the "Option")
as of July 1, 1997 to purchase 25,000 shares of Common Stock of Blue Ridge Real
Estate Company and Big Boulder Corporation (collectively the "Companies").  The
Option shall be subject to the following terms and conditions:


1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject to the  Option  to  be delivered in unit form (the "Shares"), 25,000
   Shares may be purchased for $6.75 per share.


2. DURATION OF OPTION.  The Option  shall  expire,  and  all rights to purchase
   Shares pursuant thereto shall cease, on July 1, 2003.


3. EXERCISABILITY.   The  Shares  subject  to  the  Option  may  be   purchased
   immediately, without any vesting period, and throughout the duration  of the
   Option.


4. PURCHASE OF OPTION SHARES.  The Optionee may purchase the Shares subject  to
   the Option in whole at any time, or in part from time to time, by delivering
   to  the  Secretary  of the Companies written notice specifying the number of
   Shares being purchased,  together with payment in full of the purchase price
   of such Shares plus any applicable  federal,  state or local taxes for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.  Such payment shall be made in whole or in  part  in  cash,  or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.


5. NONTRANSFERABILITY.  The Option shall not be transferable other than (i)  by
   will,  (ii)  by  the laws of descent and distribution, (iii) pursuant to the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.




































6. ISSUANCE OF SHARES:  RESTRICTIONS.


(i)The Companies shall,  within  ten  business days after Shares subject to the
   Option have been purchased in whole  or  in  part, deliver to the Optionee a
   certificate,  registered  in the name of the Optionee,  for  the  number  of
   Shares so purchased.  The Companies  may legend any Share certificate issued
   hereunder to reflect any restrictions  deemed  necessary by the Companies to
   comply with the federal securities laws.


(ii)The Companies may require, prior to and as a condition  of  the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form  acceptable  to  the Companies' counsel, to the
   effect that the Optionee is acquiring such Shares  solely  with  a  view  to
   investment  for the Optionee's own account and not with a view to the resale
   or distribution  of  all or any part thereof, and that the Optionee will not
   dispose  of  any of such  Shares  otherwise  than  in  accordance  with  the
   provisions of  Rule  144  under  the Securities Act of 1933, as amended (the
   "1933 Act"), unless and until either  the  Shares  are  registered under the
   1933  Act  or  the  Companies  are  satisfied  that an exemption  from  such
   registration is available.


(iii) Anything contained herein to the contrary notwithstanding,  the companies
   shall  not  be obligated to sell or issue any Shares pursuant to the  Option
   unless and until  the  Companies  are  satisfied  that such sale or issuance
   complies with (A) all applicable requirements of the National Association of
   Securities Dealers (or the governing body of the principal  market  in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933  Act  and (C) all other laws or regulations by which the Companies  are
   bound or to which the Companies are subject.


7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock,  assets  or  other property to shareholders which results from
   the sale or disposition of a  major  asset or separate operating division of
   the Companies or any other extraordinary  event  and, in the judgment of the
   Board  of  Directors  of  the  Companies  (the  "Board"),   such  change  or
   distribution  would  significantly dilute the rights of Optionee  hereunder,
   then the Board may make  appropriate  adjustments  to  the  number of Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.


8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.


9. GOVERNING LAW.  This Option  Agreement shall be governed by and construed in
   accordance with the laws of the Commonwealth of Pennsylvania.


10.OPTIONEE ACKNOWLEDGMENT.  Optionee  acknowledges  receipt  of a copy of this
   Option  Agreement  and hereby agrees to be bound by all provisions  of  this
   Option Agreement.



Date of Grant: July 1, 1997
                                       By:  BLUE RIDGE REAL ESTATE COMPANY
                                              BIG BOULDER CORPORATION


                                       By:  /s/ Gary A. Smith
                                             Gary A. Smith, President

Attest:

/s/ Christine A. Liebold
Assistant Secretary

                                             /s/ Michael J. Flynn
                                             Michael J. Flynn, Optionee

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                      ADDENDUM TO STOCK OPTION AGREEMENT


      Michael  J.  Flynn  (the  "Optionee")  has  been  granted  an option (the
"Option") as of July 1, 1997 to purchase 25,000 shares of Common Stock  of Blue
Ridge  Real  Estate  Company  and  Big  Boulder  Corporation  (collectively the
"Companies").   In accordance with Paragraph 8 Amendment, the Option  Agreement
of July 1, 1997 is subject to the following revision:

2.  DURATION OF OPTION.   Pursuant  to  the  approval  given  by  the  Board of
Directors  of  the  Companies at a Board Meeting held on February 5, 2003,  the
Option already granted is extended and shall expire, and all rights to purchase
Shares pursuant thereto shall cease, on July 1, 2008.

      All other terms and conditions of the Option of July 1, 1997 shall remain
the same.

Date of Extension:  February 5, 2003


                                    BLUE RIDGE REAL ESTATE COMPANY
                                    BIG BOULDER CORPORATION


                                    By:  /s/ Eldon D. Dietterick
                                           Eldon D. Dietterick
                                           Executive Vice President and
Treasurer


Attest:


/s/ Betty Ann LoPinto         /s/ Michael J. Flynn
                                    Michael J. Flynn, Optionee

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      PATRICK  M.  FLYNN  (the  "Optionee")  has  been  granted  an option (the
"Option") as of February 13, 2004 to purchase 10,000 shares of Common  Stock of
Blue  Ridge  Real Estate Company and Big Boulder Corporation (collectively  the
"Companies").   The  Option  shall  be  subject  to  the  following  terms  and
conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject  to  the  Option to be delivered in unit form (the "Shares"), 10,000
   Shares may be purchased for $17.75 per share.

2. DURATION OF OPTION.   The  Option  shall  expire, and all rights to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.   The  Shares  subject  to  the   Option  may  be  purchased
   immediately, without any vesting period, and throughout  the duration of the
   Option.

4. PURCHASE OF OPTION SHARES.  The Optionee may purchase the  Shares subject to
   the Option in whole at any time, or in part from time to time, by delivering
   to the Secretary of the Companies written notice specifying  the  number  of
   Shares  being purchased, together with payment in full of the purchase price
   of such Shares  plus  any applicable federal, state or local taxes for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.  Such payment shall  be  made  in  whole or in part in cash, or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall not be transferable  other than (i) by
   will,  (ii) by the laws of descent and distribution, (iii) pursuant  to  the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The Companies  shall,  within  ten business days after Shares subject to the
   Option have been purchased in whole  or  in  part, deliver to the Optionee a
   certificate,  registered  in the name of the Optionee,  for  the  number  of
   Shares so purchased.  The Companies  may legend any Share certificate issued
   hereunder to reflect any restrictions  deemed  necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and as a condition  of  the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form  acceptable  to  the Companies' counsel, to the
   effect that the Optionee is acquiring such Shares  solely  with  a  view  to
   investment  for the Optionee's own account and not with a view to the resale
   or distribution  of  all or any part thereof, and that the Optionee will not
   dispose  of  any of such  Shares  otherwise  than  in  accordance  with  the
   provisions of  Rule  144  under  the Securities Act of 1933, as amended (the
   "1933 Act"), unless and until either  the  Shares  are  registered under the
   1933  Act  or  the  Companies  are  satisfied  that an exemption  from  such
   registration is available.

(iii) Anything contained herein to the contrary notwithstanding,  the companies
   shall  not  be obligated to sell or issue any Shares pursuant to the  Option
   unless and until  the  Companies  are  satisfied  that such sale or issuance
   complies with (A) all applicable requirements of the National Association of
   Securities Dealers (or the governing body of the principal  market  in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933  Act  and (C) all other laws or regulations by which the Companies  are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock,  assets  or  other property to shareholders which results from
   the sale or disposition of a  major  asset or separate operating division of
   the Companies or any other extraordinary  event  and, in the judgment of the
   Board  of  Directors  of  the  Companies  (the  "Board"),   such  change  or
   distribution  would  significantly dilute the rights of Optionee  hereunder,
   then the Board may make  appropriate  adjustments  to  the  number of Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the event  Optionee  shall  resign  as  a  Director  of the
   Companies, the Option shall terminate and the Optionee shall have no further
   rights hereunder.

10.GOVERNING LAW.  This Option Agreement shall be governed by and construed  in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE  ACKNOWLEDGMENT.   Optionee  acknowledges receipt of a copy of this
   Option Agreement and hereby agrees to be  bound  by  all  provisions of this
   Option Agreement.


Date of Grant: February 13, 2004
                                       By:  BLUE RIDGE REAL ESTATE COMPANY
                                              BIG BOULDER CORPORATION


                                       By:  /s/ Michael J. Flynn
                                             Michael J. Flynn
                                             Chairman of the Board

Attest:

/s/ Betty Ann LoPinto

                                             /s/ Patrick M. Flynn
                                             Patrick M. Flynn, Optionee

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      ELDON  D.  DIETTERICK  (the  "Optionee")  has been granted an option (the
"Option") as of February 13, 2004 to purchase 7,000  shares  of Common Stock of
Blue  Ridge  Real Estate Company and Big Boulder Corporation (collectively  the
"Companies").   The  Option  shall  be  subject  to  the  following  terms  and
conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject  to  the  Option  to be delivered in unit form (the "Shares"), 7,000
   Shares may be purchased for $17.75 per share.

2. DURATION OF OPTION.  The Option  shall  expire,  and  all rights to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.   The  Shares  subject  to  the  Option  may  be   purchased
   immediately, without any vesting period, and throughout the duration  of the
   Option.

4. PURCHASE OF OPTION SHARES.  The Optionee may purchase the Shares subject  to
   the Option in whole at any time, or in part from time to time, by delivering
   to  the  Secretary  of the Companies written notice specifying the number of
   Shares being purchased,  together with payment in full of the purchase price
   of such Shares plus any applicable  federal,  state or local taxes for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.  Such payment shall be made in whole or in  part  in  cash,  or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall not be transferable other than (i)  by
   will,  (ii)  by  the laws of descent and distribution, (iii) pursuant to the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The Companies shall,  within  ten  business days after Shares subject to the
   Option have been purchased in whole  or  in  part, deliver to the Optionee a
   certificate,  registered  in the name of the Optionee,  for  the  number  of
   Shares so purchased.  The Companies  may legend any Share certificate issued
   hereunder to reflect any restrictions  deemed  necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and as a condition  of  the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form  acceptable  to  the Companies' counsel, to the
   effect that the Optionee is acquiring such Shares  solely  with  a  view  to
   investment  for the Optionee's own account and not with a view to the resale
   or distribution  of  all or any part thereof, and that the Optionee will not
   dispose  of  any of such  Shares  otherwise  than  in  accordance  with  the
   provisions of  Rule  144  under  the Securities Act of 1933, as amended (the
   "1933 Act"), unless and until either  the  Shares  are  registered under the
   1933  Act  or  the  Companies  are  satisfied  that an exemption  from  such
   registration is available.

(iii) Anything contained herein to the contrary notwithstanding,  the companies
   shall  not  be obligated to sell or issue any Shares pursuant to the  Option
   unless and until  the  Companies  are  satisfied  that such sale or issuance
   complies with (A) all applicable requirements of the National Association of
   Securities Dealers (or the governing body of the principal  market  in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933  Act  and (C) all other laws or regulations by which the Companies  are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock,  assets  or  other property to shareholders which results from
   the sale or disposition of a  major  asset or separate operating division of
   the Companies or any other extraordinary  event  and, in the judgment of the
   Board  of  Directors  of  the  Companies  (the  "Board"),   such  change  or
   distribution  would  significantly dilute the rights of Optionee  hereunder,
   then the Board may make  appropriate  adjustments  to  the  number of Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the Optionee  shall  resign as an Officer of the Companies,
   the Option shall terminate and the Optionee  shall  have  no  further rights
   hereunder.

10.GOVERNING LAW.  This Option Agreement shall be governed by and  construed in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE  ACKNOWLEDGMENT.  Optionee acknowledges receipt of a copy  of  this
   Option Agreement  and  hereby  agrees  to be bound by all provisions of this
   Option Agreement.


DATE OF GRANT: February 13, 2004
                                       BLUE RIDGE REAL ESTATE COMPANY
                                       BIG BOULDER CORPORATION


                                       BY:  /s/ Michael J. Flynn
                                             MICHAEL J. FLYNN
                                             CHAIRMAN OF THE BOARD

ATTEST:

/s/ Betty Ann LoPinto

                                             /s/ Eldon D. Dietterick
                                             ELDON D. DIETTERICK, OPTIONEE

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      RICHARD  T.  FREY  (the  "Optionee")  has  been  granted  an  option (the
"Option") as of February 13, 2004 to purchase 5,000 shares of Common  Stock  of
Blue  Ridge  Real  Estate Company and Big Boulder Corporation (collectively the
"Companies").   The  Option  shall  be  subject  to  the  following  terms  and
conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject to the Option  to  be  delivered  in unit form (the "Shares"), 5,000
   Shares may be purchased for $17.75 per share.

2. DURATION OF OPTION.  The Option shall expire,  and  all  rights  to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.    The  Shares  subject  to  the  Option  may  be  purchased
   immediately, without  any vesting period, and throughout the duration of the
   Option.

4. PURCHASE OF OPTION SHARES.   The Optionee may purchase the Shares subject to
   the Option in whole at any time, or in part from time to time, by delivering
   to the Secretary of the Companies  written  notice  specifying the number of
   Shares being purchased, together with payment in full  of the purchase price
   of such Shares plus any applicable federal, state or local  taxes  for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.   Such  payment  shall  be made in whole or in part in cash, or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall  not be transferable other than (i) by
   will, (ii) by the laws of descent and distribution,  (iii)  pursuant  to the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The  Companies  shall,  within ten business days after Shares subject to the
   Option have been purchased  in  whole  or in part, deliver to the Optionee a
   certificate,  registered in the name of the  Optionee,  for  the  number  of
   Shares so purchased.   The Companies may legend any Share certificate issued
   hereunder to reflect any  restrictions  deemed necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and  as  a condition of the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form acceptable to the Companies'  counsel,  to  the
   effect that the Optionee  is  acquiring  such  Shares  solely with a view to
   investment for the Optionee's own account and not with a  view to the resale
   or distribution of all or any part thereof, and that the Optionee  will  not
   dispose  of  any  of  such  Shares  otherwise  than  in  accordance with the
   provisions  of  Rule 144 under the Securities Act of 1933, as  amended  (the
   "1933 Act"), unless  and  until  either  the Shares are registered under the
   1933  Act  or  the  Companies  are satisfied that  an  exemption  from  such
   registration is available.

(iii) Anything contained herein to  the contrary notwithstanding, the companies
   shall not be obligated to sell or  issue  any  Shares pursuant to the Option
   unless  and until the Companies are satisfied that  such  sale  or  issuance
   complies with (A) all applicable requirements of the National Association of
   Securities  Dealers  (or the governing body of the principal market in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933 Act and (C) all other  laws  or  regulations by which the Companies are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock, assets or other property  to  shareholders  which results from
   the sale or disposition of a major asset or separate operating  division  of
   the  Companies  or any other extraordinary event and, in the judgment of the
   Board  of  Directors   of  the  Companies  (the  "Board"),  such  change  or
   distribution would significantly  dilute  the  rights of Optionee hereunder,
   then the Board may make appropriate adjustments  to  the  number  of  Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the event  Optionee  shall  resign  as  an  Officer  of the
   Companies, the Option shall terminate and the Optionee shall have no further
   rights hereunder.

10.GOVERNING LAW.  This Option Agreement shall be governed by and construed  in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE  ACKNOWLEDGMENT.   Optionee  acknowledges receipt of a copy of this
   Option Agreement and hereby agrees to be  bound  by  all  provisions of this
   Option Agreement.


DATE OF GRANT: February 13, 2004
                                       BLUE RIDGE REAL ESTATE COMPANY
                                       BIG BOULDER CORPORATION


                                       BY:  /s/ Michael J. Flynn
                                             MICHAEL J. FLYNN
                                             CHAIRMAN OF THE BOARD

ATTEST:

/s/ Betty Ann LoPinto

                                             /s/ Richard T. Frey
                                             RICHARD T. FREY, OPTIONEE

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      MARK  DAUBERT  (the "Optionee") has been granted an option (the "Option")
as of February 13, 2004  to purchase 3,000 shares of Common Stock of Blue Ridge
Real Estate Company and Big Boulder Corporation (collectively the "Companies").
The Option shall be subject to the following terms and conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject to the Option to  be  delivered  in  unit form (the "Shares"), 3,000
   Shares may be purchased for $17.75 per share.

2. DURATION OF OPTION.  The Option shall expire,  and  all  rights  to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.    The  Shares  subject  to  the  Option  may  be  purchased
   immediately, without  any vesting period, and throughout the duration of the
   Option.

4. PURCHASE OF OPTION SHARES.   The Optionee may purchase the Shares subject to
   the Option in whole at any time, or in part from time to time, by delivering
   to the Secretary of the Companies  written  notice  specifying the number of
   Shares being purchased, together with payment in full  of the purchase price
   of such Shares plus any applicable federal, state or local  taxes  for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.   Such  payment  shall  be made in whole or in part in cash, or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall  not be transferable other than (i) by
   will, (ii) by the laws of descent and distribution,  (iii)  pursuant  to the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The  Companies  shall,  within ten business days after Shares subject to the
   Option have been purchased  in  whole  or in part, deliver to the Optionee a
   certificate,  registered in the name of the  Optionee,  for  the  number  of
   Shares so purchased.   The Companies may legend any Share certificate issued
   hereunder to reflect any  restrictions  deemed necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and  as  a condition of the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form acceptable to the Companies'  counsel,  to  the
   effect that the Optionee  is  acquiring  such  Shares  solely with a view to
   investment for the Optionee's own account and not with a  view to the resale
   or distribution of all or any part thereof, and that the Optionee  will  not
   dispose  of  any  of  such  Shares  otherwise  than  in  accordance with the
   provisions  of  Rule 144 under the Securities Act of 1933, as  amended  (the
   "1933 Act"), unless  and  until  either  the Shares are registered under the
   1933  Act  or  the  Companies  are satisfied that  an  exemption  from  such
   registration is available.

(iii) Anything contained herein to  the contrary notwithstanding, the companies
   shall not be obligated to sell or  issue  any  Shares pursuant to the Option
   unless  and until the Companies are satisfied that  such  sale  or  issuance
   complies with (A) all applicable requirements of the National Association of
   Securities  Dealers  (or the governing body of the principal market in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933 Act and (C) all other  laws  or  regulations by which the Companies are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock, assets or other property  to  shareholders  which results from
   the sale or disposition of a major asset or separate operating  division  of
   the  Companies  or any other extraordinary event and, in the judgment of the
   Board  of  Directors   of  the  Companies  (the  "Board"),  such  change  or
   distribution would significantly  dilute  the  rights of Optionee hereunder,
   then the Board may make appropriate adjustments  to  the  number  of  Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the event  Optionee  shall  resign  from the Companies, the
   Option  shall  terminate  and  the  Optionee  shall have no  further  rights
   hereunder.

10.GOVERNING LAW.  This Option Agreement shall be  governed by and construed in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE ACKNOWLEDGMENT.  Optionee acknowledges receipt  of  a  copy of this
   Option  Agreement  and hereby agrees to be bound by all provisions  of  this
   Option Agreement.


DATE OF GRANT: February 13, 2004
                                       BLUE RIDGE REAL ESTATE COMPANY
                                       BIG BOULDER CORPORATION


                                       BY:  /s/ Michael J. Flynn
                                             MICHAEL J. FLYNN
                                             CHAIRMAN OF THE BOARD
ATTEST:

/s/ Betty Ann LoPinto

                                             /s/ Mark Daubert
                                             MARK DAUBERT, OPTIONEE

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      CARL  V.  KERSTETTER  (the  "Optionee")  has  been granted an option (the
"Option") as of
February 13, 2004 to purchase 3,000 shares of Common  Stock  of Blue Ridge Real
Estate Company and Big Boulder Corporation (collectively the "Companies").  The
Option shall be subject to the following terms and conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject  to  the  Option to be delivered in unit form (the "Shares"),  3,000
   Shares may be purchased for $17.75 per share.

2. DURATION OF OPTION.   The  Option  shall  expire, and all rights to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.   The  Shares  subject  to  the   Option  may  be  purchased
   immediately, without any vesting period, and throughout  the duration of the
   Option.

4. PURCHASE OF OPTION SHARES.  The Optionee may purchase the  Shares subject to
   the Option in whole at any time, or in part from time to time, by delivering
   to the Secretary of the Companies written notice specifying  the  number  of
   Shares  being purchased, together with payment in full of the purchase price
   of such Shares  plus  any applicable federal, state or local taxes for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.  Such payment shall  be  made  in  whole or in part in cash, or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall not be transferable  other than (i) by
   will,  (ii) by the laws of descent and distribution, (iii) pursuant  to  the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The Companies  shall,  within  ten business days after Shares subject to the
   Option have been purchased in whole  or  in  part, deliver to the Optionee a
   certificate,  registered  in the name of the Optionee,  for  the  number  of
   Shares so purchased.  The Companies  may legend any Share certificate issued
   hereunder to reflect any restrictions  deemed  necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and as a condition  of  the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form  acceptable  to  the Companies' counsel, to the
   effect that the Optionee is acquiring such Shares  solely  with  a  view  to
   investment  for the Optionee's own account and not with a view to the resale
   or distribution  of  all or any part thereof, and that the Optionee will not
   dispose  of  any of such  Shares  otherwise  than  in  accordance  with  the
   provisions of  Rule  144  under  the Securities Act of 1933, as amended (the
   "1933 Act"), unless and until either  the  Shares  are  registered under the
   1933  Act  or  the  Companies  are  satisfied  that an exemption  from  such
   registration is available.

(iii) Anything contained herein to the contrary notwithstanding,  the companies
   shall  not  be obligated to sell or issue any Shares pursuant to the  Option
   unless and until  the  Companies  are  satisfied  that such sale or issuance
   complies with (A) all applicable requirements of the National Association of
   Securities Dealers (or the governing body of the principal  market  in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933  Act  and (C) all other laws or regulations by which the Companies  are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock,  assets  or  other property to shareholders which results from
   the sale or disposition of a  major  asset or separate operating division of
   the Companies or any other extraordinary  event  and, in the judgment of the
   Board  of  Directors  of  the  Companies  (the  "Board"),   such  change  or
   distribution  would  significantly dilute the rights of Optionee  hereunder,
   then the Board may make  appropriate  adjustments  to  the  number of Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the event  Optionee  shall  resign  from the Companies, the
   Option  shall  terminate  and  the  Optionee  shall have no  further  rights
   hereunder.

10.GOVERNING LAW.  This Option Agreement shall be  governed by and construed in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE ACKNOWLEDGMENT.  Optionee acknowledges receipt  of  a  copy of this
   Option  Agreement  and hereby agrees to be bound by all provisions  of  this
   Option Agreement.


DATE OF GRANT: February 13, 2004
                                       BLUE RIDGE REAL ESTATE COMPANY
                                       BIG BOULDER CORPORATION


                                       BY:  /s/ Michael J. Flynn
                                             MICHAEL J. FLYNN
                                             CHAIRMAN OF THE BOARD
ATTEST:

/s/ Betty Ann LoPinto

                                             /s/ Carl V. Kerstetter
                                             CARL V. KERSTETTER, OPTIONEE

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      CYNTHIA  A.  BARRON  (the  "Optionee")  has  been  granted an option (the
"Option") as of
February 13, 2004 to purchase 3,000 shares of Common Stock  of  Blue Ridge Real
Estate Company and Big Boulder Corporation (collectively the "Companies").  The
Option shall be subject to the following terms and conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject  to  the  Option to be delivered in unit form (the "Shares"),  3,000
   Shares may be purchased for $17.75 per share.

2. DURATION OF OPTION.   The  Option  shall  expire, and all rights to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.   The  Shares  subject  to  the   Option  may  be  purchased
   immediately, without any vesting period, and throughout  the duration of the
   Option.

4. PURCHASE OF OPTION SHARES.  The Optionee may purchase the  Shares subject to
   the Option in whole at any time, or in part from time to time, by delivering
   to the Secretary of the Companies written notice specifying  the  number  of
   Shares  being purchased, together with payment in full of the purchase price
   of such Shares  plus  any applicable federal, state or local taxes for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.  Such payment shall  be  made  in  whole or in part in cash, or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall not be transferable  other than (i) by
   will,  (ii) by the laws of descent and distribution, (iii) pursuant  to  the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The Companies  shall,  within  ten business days after Shares subject to the
   Option have been purchased in whole  or  in  part, deliver to the Optionee a
   certificate,  registered  in the name of the Optionee,  for  the  number  of
   Shares so purchased.  The Companies  may legend any Share certificate issued
   hereunder to reflect any restrictions  deemed  necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and as a condition  of  the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form  acceptable  to  the Companies' counsel, to the
   effect that the Optionee is acquiring such Shares  solely  with  a  view  to
   investment  for the Optionee's own account and not with a view to the resale
   or distribution  of  all or any part thereof, and that the Optionee will not
   dispose  of  any of such  Shares  otherwise  than  in  accordance  with  the
   provisions of  Rule  144  under  the Securities Act of 1933, as amended (the
   "1933 Act"), unless and until either  the  Shares  are  registered under the
   1933  Act  or  the  Companies  are  satisfied  that an exemption  from  such
   registration is available.

(iii) Anything contained herein to the contrary notwithstanding,  the companies
   shall  not  be obligated to sell or issue any Shares pursuant to the  Option
   unless and until  the  Companies  are  satisfied  that such sale or issuance
   complies with (A) all applicable requirements of the National Association of
   Securities Dealers (or the governing body of the principal  market  in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933  Act  and (C) all other laws or regulations by which the Companies  are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock,  assets  or  other property to shareholders which results from
   the sale or disposition of a  major  asset or separate operating division of
   the Companies or any other extraordinary  event  and, in the judgment of the
   Board  of  Directors  of  the  Companies  (the  "Board"),   such  change  or
   distribution  would  significantly dilute the rights of Optionee  hereunder,
   then the Board may make  appropriate  adjustments  to  the  number of Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the event  Optionee  shall  resign  from the Companies, the
   Option  shall  terminate  and  the  Optionee  shall have no  further  rights
   hereunder.

10.GOVERNING LAW.  This Option Agreement shall be  governed by and construed in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE ACKNOWLEDGMENT.  Optionee acknowledges receipt  of  a  copy of this
   Option  Agreement  and hereby agrees to be bound by all provisions  of  this
   Option Agreement.


DATE OF GRANT: February 13, 2004
                                       BLUE RIDGE REAL ESTATE COMPANY
                                       BIG BOULDER CORPORATION


                                       BY:  /s/ Michael J. Flynn
                                             MICHAEL J. FLYNN
                                             CHAIRMAN OF THE BOARD
ATTEST:

/s/ Betty Ann LoPinto

                                             /s/ Cynthia A. Barron
                                             CYNTHIA A. BARRON, OPTIONEE

EX-4

                        BLUE RIDGE REAL ESTATE COMPANY
                            BIG BOULDER CORPORATION

                            STOCK OPTION AGREEMENT

      CHRISTINE  A.  LIEBOLD  (the  "Optionee") has been granted an option (the
"Option") as of
February 13, 2004 to purchase 1,000 shares  of  Common Stock of Blue Ridge Real
Estate Company and Big Boulder Corporation (collectively the "Companies").  The
Option shall be subject to the following terms and conditions:

1. PURCHASE PRICE.  With respect to the shares of Common Stock of the Companies
   subject to the Option to be delivered in unit  form  (the  "Shares"),  1,000
   Shares may be purchased for $17.75 per share.

2. DURATION  OF  OPTION.   The  Option shall expire, and all rights to purchase
   Shares pursuant thereto shall cease, on February 13, 2009.

3. EXERCISABILITY.   The  Shares  subject   to  the  Option  may  be  purchased
   immediately, without any vesting period, and  throughout the duration of the
   Option.

4. PURCHASE OF OPTION SHARES.  The Optionee may purchase  the Shares subject to
   the Option in whole at any time, or in part from time to time, by delivering
   to the Secretary of the Companies written notice specifying  the  number  of
   Shares  being purchased, together with payment in full of the purchase price
   of such Shares  plus  any applicable federal, state or local taxes for which
   the  Companies  have  a  withholding  obligation  in  connection  with  such
   purchase.  Such payment shall  be  made  in  whole or in part in cash, or by
   personal check, certified check, money market check or bank draft payable to
   the order of the Companies.

5. NONTRANSFERABILITY.  The Option shall not be transferable  other than (i) by
   will,  (ii) by the laws of descent and distribution, (iii) pursuant  to  the
   terms of a qualified domestic relations order or (iv) in circumstances other
   than those set forth in (i) - (iii) above, with the express written approval
   of the Companies.

6. ISSUANCE OF SHARES: RESTRICTIONS.

(i)The Companies  shall,  within  ten business days after Shares subject to the
   Option have been purchased in whole  or  in  part, deliver to the Optionee a
   certificate,  registered  in the name of the Optionee,  for  the  number  of
   Shares so purchased.  The Companies  may legend any Share certificate issued
   hereunder to reflect any restrictions  deemed  necessary by the Companies to
   comply with the federal securities laws.

(ii)The Companies may require, prior to and as a condition  of  the issuance of
   any  Shares,  that  the  Optionee  furnish  the  Companies  with  a  written
   representation,  in  a  form  acceptable  to  the Companies' counsel, to the
   effect that the Optionee is acquiring such Shares  solely  with  a  view  to
   investment  for the Optionee's own account and not with a view to the resale
   or distribution  of  all or any part thereof, and that the Optionee will not
   dispose  of  any of such  Shares  otherwise  than  in  accordance  with  the
   provisions of  Rule  144  under  the Securities Act of 1933, as amended (the
   "1933 Act"), unless and until either  the  Shares  are  registered under the
   1933  Act  or  the  Companies  are  satisfied  that an exemption  from  such
   registration is available.

(iii) Anything contained herein to the contrary notwithstanding,  the companies
   shall  not  be obligated to sell or issue any Shares pursuant to the  Option
   unless and until  the  Companies  are  satisfied  that such sale or issuance
   complies with (A) all applicable requirements of the National Association of
   Securities Dealers (or the governing body of the principal  market  in which
   the Companies' Common Stock is traded), (B) all applicable provisions of the
   1933  Act  and (C) all other laws or regulations by which the Companies  are
   bound or to which the Companies are subject.

7. ADJUSTMENTS.  In the event that the Companies make any distribution of cash,
   Common Stock,  assets  or  other property to shareholders which results from
   the sale or disposition of a  major  asset or separate operating division of
   the Companies or any other extraordinary  event  and, in the judgment of the
   Board  of  Directors  of  the  Companies  (the  "Board"),   such  change  or
   distribution  would  significantly dilute the rights of Optionee  hereunder,
   then the Board may make  appropriate  adjustments  to  the  number of Shares
   subject  to  and/or  the  purchase  price  of  the  Option.  The adjustments
   determined by the Board shall be final, binding and conclusive.

8. AMENDMENT.  This Option Agreement shall not be amended  or  revised  in  any
   respect  unless  such  amendment is in writing and executed by the Companies
   and the Optionee.

9. TERMINATION.  In the event  Optionee  shall  resign  from the Companies, the
   Option  shall  terminate  and  the  Optionee  shall have no  further  rights
   hereunder.

10.GOVERNING LAW.  This Option Agreement shall be  governed by and construed in
   accordance with the laws of the Commonwealth of Pennsylvania.

11.OPTIONEE ACKNOWLEDGMENT.  Optionee acknowledges receipt  of  a  copy of this
   Option  Agreement  and hereby agrees to be bound by all provisions  of  this
   Option Agreement.


DATE OF GRANT: February 13, 2004
                                       BLUE RIDGE REAL ESTATE COMPANY
                                       BIG BOULDER CORPORATION


                                       BY:  /s/ Michael J. Flynn
                                             MICHAEL J. FLYNN
                                             CHAIRMAN OF THE BOARD
ATTEST:

/s/ Betty Ann LoPinto

                                              /s/ Christine A. Liebold
                                             CHRISTINE A. LIEBOLD, OPTIONEE

EX-5

                                                                    EXHIBIT 5.1


                   [Morgan, Lewis & Bockius LLP Letterhead]

September 7, 2004


Blue Ridge Real Estate Company
Big Boulder Corporation
P. O. Box 707
Blakeslee, PA  18610-0707

Re:   Blue Ridge Real Estate Company/Big Boulder Corporation - Registration
Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Blue Ridge Real Estate Company and Big Boulder
Corporation, both Pennsylvania corporations (collectively, the "Company"), in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to the
registration of up to 96,000 shares of Common Stock, without par value (the
"Shares"), of the Company issuable in connection with the Blue Ridge Real
Estate Company/Big Boulder Corporation Stock Option Agreements  identified as
Exhibits in Item 8 of the Registration Statement (the "Agreements").  In
connection with this opinion letter, we have examined the Registration
Statement and originals, or copies or copies certified or otherwise identified
to our satisfaction, of the Articles of Incorporation and Bylaws of the
Company, the Agreements and such other documents, records and other instruments
as we have deemed appropriate for the purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of the documents submitted to us as
originals, the conformity with the originals of all documents submitted to us
as certified, facsimile or photostatic copies and the authenticity of the
originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued and delivered by the Company in the
manner and on the terms described in the Agreements, will be validly issued,
fully paid and non-assessable.

The opinions expressed herein are limited to the Pennsylvania Business
Corporation Law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.  In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ Morgan, Lewis & Bockius, LLP

EX-23

                                                                   EXHIBIT 23.1

                         [ParenteRandolph letterhead]


           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Blue Ridge Real Estate Company
and Big Boulder Corporation:



We hereby consent to the incorporation by reference in this Registration
Statement of Blue Ridge Real Estate on Form S-8, pertaining to the Blue Ridge
Real Estate Company/Big Boulder Corporation Stock Option Agreements, of our
report dated January 27, 2004, relating to the combined financial statements of
Blue Ridge Real Estate/Big Boulder Corporation included in its Annual Report
Form 10-K for the year ended October 31, 2003, filed with the Securities and
Exchange Commission.



/s/ Parente Randolph, P.C.

Wilkes-Barre, Pennsylvania
September 7, 2004

EX-23

                                                                    EXHIBIT 5.1


                   [Morgan, Lewis & Bockius LLP Letterhead]

September 7, 2004


Blue Ridge Real Estate Company
Big Boulder Corporation
P. O. Box 707
Blakeslee, PA  18610-0707

Re:   Blue Ridge Real Estate Company/Big Boulder Corporation - Registration
Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Blue Ridge Real Estate Company and Big Boulder
Corporation, both Pennsylvania corporations (collectively, the "Company"), in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to the
registration of up to 96,000 shares of Common Stock, without par value (the
"Shares"), of the Company issuable in connection with the Blue Ridge Real
Estate Company/Big Boulder Corporation Stock Option Agreements  identified as
Exhibits in Item 8 of the Registration Statement (the "Agreements").  In
connection with this opinion letter, we have examined the Registration
Statement and originals, or copies or copies certified or otherwise identified
to our satisfaction, of the Articles of Incorporation and Bylaws of the
Company, the Agreements and such other documents, records and other instruments
as we have deemed appropriate for the purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of the documents submitted to us as
originals, the conformity with the originals of all documents submitted to us
as certified, facsimile or photostatic copies and the authenticity of the
originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued and delivered by the Company in the
manner and on the terms described in the Agreements, will be validly issued,
fully paid and non-assessable.

The opinions expressed herein are limited to the Pennsylvania Business
Corporation Law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.  In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ Morgan, Lewis & Bockius, LLP

EX-24

                               POWER OF ATTORNEY

      KNOW  ALL  PERSONS  BY  THESE  PRESENTS, that each person whose signature
appears below constitutes and appoints  Christine  A.  Liebold,  his  true  and
lawful  attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and  in  his  name,  place and stead, in any and all
capacities,   to   sign  any  and  all  amendments  (including   post-effective
amendments) to this  Registration  Statement,  and  to  file the same, with all
exhibits  thereto,  and  other  documents  in  connection therewith,  with  the
Securities and Exchange Commission, granting unto  said  attorneys-in-fact  and
agents,  and  each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all  intents and purposes as he might or could do in person, hereby
ratifying and confirming  all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements  of  the Securities Act of 1933, as amended,
this Registration Statement has been signed  below  by the following persons in
the capacities and on the dates indicated.


SIGNATURE               TITLE                                       DATE

/s/ Michael J. Flynn, Chairman of the Board                     August 27, 2004
Michael J. Flynn

/s/ Patrick M. Flynn, Chief Executive Officer, President, and Director
Patrick M. Flynn                                                August 27, 2004

/s/ Eldon D. Dietterick, Chief Financial Officer, Exec. Vice Pres. and Treasurer
Eldon D. Dietterick                                             August 27, 2004

/s/ Milton Cooper, Director                                     August 27, 2004
Milton Cooper

/s/ Wolfgang Traber, Director                                   August 27, 2004
Wolfgang Traber