SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

BLUE RIDGE REAL ESTATE COMPANY

(Name of the Issuer)

BLUE RIDGE REAL ESTATE COMPANY

(Names of Persons Filing Statement)

 Common Shares, no par value

(Title of Class of Securities)

096005301

(CUSIP Number of Class of Securities

Bruce Beaty

President and Chief Executive Officer

P O Box 707

Route 940 and Moseywood Road

Blakeslee, Pennsylvania 18610

(570) 443-8433

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of the persons filing statement

with a copy to:

Joanne R. Soslow

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

(215) 963-5000

This statement is filed in connection with (check the appropriate box):

¨ a.The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

¨ b. The filing of a registration statement under the Securities Act of 1933.

x c. A tender offer.

¨ d. None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction ¨

CALCULATION OF FILING FEE

Transaction  Valuation*	Amount of Filing  Fee**
$76,120	$9.80

* Estimated solely for purposes of calculating the filing fee pursuant to Rules 0-11 under the Securities Exchange Act of 1934, as amended, based on the dollar amount to be used in the purchase of shares in the tender offer described in this Schedule 13e-3.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$9.80
Form or Registration No.:	Schedule 13E-3
Filing Party:	Blue Ridge Real Estate Company
Date Filed:	November 25, 2013

This Amendment No. 3 (“Amendment No. 3”) amends the Tender Offer Statement on Schedule 13e-3 (together with the exhibits hereto, this “Schedule 13E-3”) filed by Blue Ridge Real Estate Company (“Blue Ridge” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 25, 2013, as amended by Amendment No. 1 filed by the Company with the SEC on December 26, 2013 and Amendment No. 2 filed by the Company with the SEC on January 6, 2014, which relates to a tender offer to purchase all of the Company’s common shares, no par value, held by shareholders who hold 99 or fewer shares as of  November 21, 2013 (the “Record Date”), at a price of $11.00 per share, to the sellers in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 25, 2013, as amended by the Amended Offer to Purchase, dated December 26, 2013, and as amended herein by the Amended Offer to Purchase, dated January 6, 2014 (the “Offer to Purchase”), and the accompanying letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the tender offer (the “Offer”).

This Amendment No. 3 is being filed to amend and supplement certain provisions of the Schedule 13E-3 as set forth herein.  This Amendment No. 3 is intended to satisfy the reporting requirements of Rule 13c-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Offer, including all schedules and annexes thereto, which was previously filed with the Schedule 13E-3, is hereby expressly incorporated by reference into this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided for herein.

ITEM 16. EXHIBITS

(a); (b); (c); (d); (e); (f); (g); (h) Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the Exhibit filed herewith.  See Exhibit Index immediately following the signature page.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Blue Ridge Real Estate Company
Dated: January 10, 2014	By:	/s/ Bruce Beaty
		Name: Bruce Beaty
		Title: Chief Executive Officer and President

EXHIBIT INDEX

Exhibit Number	Document
(a)(1)(A)***	Amended Offer to Purchase dated January 6, 2014.
(a)(1)(B)**	Form of Letter of Transmittal.
(a)(1)(C)*	Form of Notice of Guaranteed Delivery.
(a)(1)(D)*	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(E)*	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5)(A)*	Form of Letter to Shareholders.
(a)(5)(B)*	Press Release announcing commencement of the Tender Offer dated November 25, 2013.
(a)(5)(C)****	Form of Letter to Shareholders dated January 10, 2014.
(b)	Not applicable.
(c)(1)**	BDO Fairness Opinion
(c)(2)**	BDO Presentation to the Board of Directors
(d)	Not applicable.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

*Incorporated by reference to the relevant exhibit to the Tender Offer Statement on Schedule 13E-3 filed by Blue Ridge Real Estate Company with the Securities and Exchange Commission on November 25, 2013.

**Incorporated by reference to the relevant exhibit to Amendment No. 1 to the Tender Offer Statement on Schedule 13E-3 filed by Blue Ridge Real Estate Company with the Securities and Exchange Commission on December 26, 2013.

***Incorporated by reference to the relevant exhibit to Amendment No. 2 to the Tender Offer Statement on Schedule 13E-3 filed by Blue Ridge Real Estate Company with the Securities and Exchange Commission on January 6, 2014.

****  Filed herewith.

EX-99

BLUE RIDGE REAL ESTATE COMPANY

Route 940 and Moseywood Road

P.O. Box 707

Blakeslee, Pennsylvania 18610

Bruce Beaty

President and CEO

bbeaty@brreco.com

January 10, 2014

Dear Shareholder:

Please note that recently we mailed to you both a merger exchange transmittal to receive new shares of Blue Ridge Real Estate Company (“BRRE”) upon the exchange of your old shares, and an offer to purchase your shares of the new Blue Ridge Real Estate Company through an odd-lot tender offer conducted by Blue Ridge.  

To participate in the tender offer, you must first exchange your old shares of Blue Ridge Real Estate Company and Big Boulder Corporation into the new BRRE. You may return the merger exchange transmittal form and your stock certificates as well as the tender offer transmittal form in one envelope to participate in this limited-time offer.  If you do not exchange your old Blue Ridge/Big Boulder shares, your investment may eventually be deemed abandoned and may be turned over to the state of residence in compliance with abandoned property laws.

We apologize for the quick succession of documents but it was necessary due to the rules of the Securities and Exchange Commission (the “SEC”) we must abide by. The purpose of the two sets of documents was the following:

1)

The merger of the two companies has cost savings benefits for Blue Ridge and ultimately its shareholders.  It streamlines your holdings of Blue Ridge into one share of stock as opposed to the previous unit of stock comprised of Blue Ridge and Big Boulder.

2)

In addition, Blue Ridge has offered to purchase shares from shareholders holding 99 shares or less.   The trading market for the Blue Ridge stock is very limited and the shares do not trade on a daily basis.  Blue Ridge decided to offer to purchase all shares from shareholders holding 99 shares or less to provide them with an opportunity to obtain liquidity and sell their shares for cash without the usual transaction costs associated with open market sales, among other reasons as described in the offer to purchase.  Any holder that participates in this offer will receive $11 for each share accepted in the offer and a bonus of an additional $100 through the tender offer.  

The proceeds of your shares sold through the tender offer will be reported as a sale of stock and you will receive a 1099-B form next January, 2015 for those proceeds and the $100 received will be reported on a 1099-MISC form next January, 2015.

The terms and conditions of the tender offer are explained in detail in the amended offer to purchase filed by Blue Ridge with the SEC on January 6, 2014.  We encourage you to read these terms carefully before making any decision with respect to the tender offer.  The instructions on how to tender shares are also explained in detail in the tender offer materials filed with the SEC.

The deadline for responding to this offer is January 17, 2014.  Please call our information agent, Morrow and Company at (800) 662-5200 for more information if you have questions regarding this program. An agent will be able to assist you in completing the necessary documentation, and resolve any inquiries regarding lost or stolen share certificates.

Sincerely,

/s/ Bruce Beaty

Bruce Beaty

President/CEO

Phone: 570-443-8433

Fax: 570-443-8412

www.brreco.com