UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2007

Blue Ridge Real Estate Company

Big Boulder Corporation

(Exact Name of Registrant Specified in Charter)

0-28-44 (Blue Ridge)

24-0854342 (Blue Ridge)

Pennsylvania

0-28-43 (Big Boulder)

24-0822326 (Big Boulder)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(Address of Principal Executive Offices)                                                       (Zip Code)

(570) 443-8433

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On June 15, 2007, Blue Ridge Real Estate Company and Big Boulder Corporation (together, the “Companies”), jointly and severally with certain of the Companies’ subsidiaries (the “Subsidiaries”), entered into a mortgage modification loan agreement (“Modified Loan Agreement”) and a $25,000,000 line of credit mortgage note (the “Note”) with Manufacturers and Traders Trust Company (the “Bank”).  The Modified Loan Agreement and the Note amends and restates the original Loan Agreement and Note entered into by the Companies and the Bank on April 20, 2006 in the principal amount of $10,000,000.

Under the terms of the Modified Loan Agreement and Note, the Bank has increased the line of credit by an aggregate amount of $15,000,000 to make a maximum amount of $25,000,000 (the “Line of Credit”) available to the Companies and the Subsidiaries (collectively, the “Borrowers”). As of June 15, 2007, a total principal amount of $6,045,538 was outstanding under the Line of Credit. Pursuant to the Note, the Borrowers have agreed to pay to the order of the Bank, the outstanding principal amount of the Note plus interest.  Interest is due and payable on a monthly basis at a rate equal to 250 percentage points above the London Inter-bank Offer Rate for each one month interest period, determined according to the London Inter-bank Offered Rate for United States dollar deposits in the London Interbank Eurodollar Market, while the remaining principal and any accrued but unpaid interest is due and payable on April 19, 2010.  The Bank may accelerate payment of, or terminate any further advances under, the Line of Credit in the event of default on the loan as set forth in Loan Agreement.  The Borrowers intend to use $6 million of the Line of Credit to fund construction of residential development projects, $12.9 million of the Line of Credit to fund infrastructure improvements for residential developments and $6.1 million of the Line of Credit to fund the completion of construction of sewer and water upgrades for the property.

Pursuant to the Modified Loan Agreement, the Borrowers continue to be prohibited from, among other things: (a) incurring any indebtedness, other than trade indebtedness or current liabilities for salaries and wages; (b) becoming a guarantor, a surety, or otherwise liable for the debts or other obligations of another person or entity; (c) permitting any of their assets to be subject to any security interest, mortgage or other lien or encumbrance; (d) making any investment other than in FDIC insured deposits or United States Treasury obligations of less than one year or in money market or mutual funds administering such investments; (e) making any loan, advance or other extension of credit unless approved in writing by the Bank; (f) declaring or paying any distribution except for stock dividends or dividends paid to the Borrower by a Subsidiary; or (g) (i) transferring or disposing of substantially all of its assets, (ii) acquiring substantially all of the assets of any other entity, (iii) doing business under or otherwise use any name other than its true name or (iv) making any material change in its respective business, structure, purposes or operations that might have a material adverse effect on the Borrowers or any of its subsidiaries.

In addition, each of the Companies and Northeast Land Co. entered into a new $5,000,000 mortgage agreement (each a “Real Estate Mortgage”, and, collectively, the “Real Estate Mortgages”) with the Bank on June 15, 2007. The Real Estate Mortgages secure the maximum principal available under a pre-existing line of credit (the “Real Estate Line of Credit”) with the Bank for IRS Section 1031 like-kind property exchanges. The Real Estate Line of Credit, which was increased to $5,000,000 as of June 15, 2007, previously authorized a maximum principal amount of $1,000,000. Each Real Estate Mortgage grants the Bank security interests in certain real property and fixtures owned by the Companies and Northeast Land Co. As of June 15, 2007, there was no principal outstanding under the Real Estate Line of Credit.

The foregoing is only a summary of the Modified Loan Agreement, Note and Real Estate Mortgages.  You are urged to read the Modified Loan Agreement, Note and each Real Estate Mortgage in

its entirety for a more complete description of the terms and conditions of each.  A copy of each of the Modified Loan Agreement and Note is attached hereto as Exhibits 10.1 and 10.2, respectively, and a copy of the Real Estate Mortgage with each of Big Boulder Corporation, Blue Ridge Real Estate Company and Northeast Land Co. is attached hereto as Exhibit 10.3, 10.4 and 10.5, respectively.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The description of the Line of Credit and the terms and conditions of the Modified Loan Agreement and Note in “Item 1.01. Entry into a Material Definitive Agreement” of this Report is incorporated into this Item 2.03 by reference.

Item 9.01   

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
10.1	Loan Modification Agreement, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.2	$25,000,000 Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.3	$5,000,000 Big Boulder Corporation Mortgage, dated June 15, 2007, between Big Boulder Corporation and Manufacturers and Traders Trust Company.
10.4	$5,000,000 Blue Ridge Real Estate Company Mortgage, dated June 15, 2007, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company.
10.5	$5,000,000 Northeast land Co. Mortgage, dated June 15, 2007, between Northeast land Co. and Manufacturers and Traders Trust Company.
10.6	Loan Agreement, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company.(filed April 25, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)

10.7 $10,000,000 Line of Credit Mortgage Note, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company. .(filed April 25, 2006 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)

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

	BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION
Date:  June 21, 2007	By:  /s/ Eldon D. Dietterick
	Name: Eldon D. Dietterick Title: Executive Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Loan Modification Agreement, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.2	$25,000,000 Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.3	$5,000,000 Big Boulder Corporation Mortgage, dated June 15, 2007, between Big Boulder Corporation and Manufacturers and Traders Trust Company.
10.4	$5,000,000 Blue Ridge Real Estate Company Mortgage, dated June 15, 2007, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company.
10.5	$5,000,000 Northeast land Co. Mortgage, dated June 15, 2007, between Northeast land Co. and Manufacturers and Traders Trust Company.