PRELIMINARY COPY
As filed with the Securities and Exchange Commission
On July 10, 1997

SHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange 
Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule 
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to #240.14a-11(c) or #240.14a-12

                   BLUE RIDGE REAL ESTATE COMPANY
                     BIG BOULDER CORPORATION

Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per exchange Act Rules 14a-6(i)(4) 
and 0-11.

Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed
Pursuant to Exchange Act Rule 0-11:
4)  Proposed maximum aggregate value of transaction:
5)  Total fee paid:

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

Amount Previously Paid:
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Date Filed:


BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION

______________________________

Notice of Annual Meetings of Shareholders
August 12, 1997

To The Shareholders:

The Annual Meetings of Shareholders of Blue Ridge Real Estate 
Company and Big Boulder Corporation (the (Corporations() will be
held on August 12, 1997, at the Summit Lodge at Jack Frost Mountain in
Kidder Township, Carbon County, Pennsylvania, at 11:00 A.M., Local
Time.  The two meetings will be held simultaneously, as a joint
meeting, since under a Security Combination Agreement between the two
Corporations and under their By-Laws, the shares of the two
Corporations are combined and traded together in unit certificates.
The purposes of each meeting are as follows:

(1)  To elect Directors of each of the Corporations

     (2)  To consider a proposal to adopt an amendment to the Articles
 of Incorporation of each of the Corporations providing that
 Subchapter E (relating to control transactions) of Chapter 25 of
 the Pennsylvania Business Corporation Law of 1988 shall not be
 applicable to each of the Corporations; and   

To transact such other business as may properly come before
 the meetings.

Shareholders of record as shown by the transfer books of the
Corporations at the close of business on July 10, 1997, are
entitled to notice of and to vote at said meetings.

     By order of the Board of Directors of Blue Ridge Real Estate 
Company and Big Boulder Corporation.


Eldon D. Dietterick
									Secretary


                             PAGE 1
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Blakeslee, Pennsylvania
______________________
PROXY STATEMENT
for the
ANNUAL MEETINGS OF SHAREHOLDERS
August 12, 1997
_______________________

This Proxy Statement is being mailed on or about July 18, 1997 to the
Shareholders of Record of Blue Ridge Real Estate Company and Big 
Boulder Corporation (each a (Corporation( and collectively the 
(Corporations() in connection with the Joint Annual Meetings of 
Shareholders of the Corporations to be held on August 12, 1997, at
11:00 A.M., Local Time, at the Summit Lodge at Jack Frost Mountain, 
Kidder Township, Carbon County, Pennsylvania and at any adjournment or 
adjournments thereof (the (Joint Meeting().

Under a Security Combination Agreement between the Corporations and 
under the By-Laws of both Corporations, shares of the two Corporations 
are combined in unit certificates, each certificate representing the 
same number of shares of each of the Corporations.  Shares of each 
Corporation may be transferred only together with an equal number of 
shares of the other Corporation.  For this reason, the Annual Meetings 
of the Shareholders of both Corporations are held together as a Joint 
Meeting.  At the Joint Meeting, separate votes will be held on the 
proposals concerning each Corporation, and shareholders have the right 
to vote their shares differently on similar proposals presented by each 
of the Corporations before the Joint Meeting.  Only one Proxy Card has 
been supplied to shareholders, but this Card constitutes separate 
proxies with regard to the shares of the respective Corporations, and 
provides means for shareholders to give instructions for voting their 
Blue Ridge Real Estate Company shares separately from their Big Boulder 
Corporation shares.

The proxies evidenced by the Proxy Card are solicited on behalf of the 
Boards of Directors of the respective Corporations.  Each such proxy is 
subject to revocation by the shareholder at any time before it is voted 
by filing notice of revocation with the Secretary of the Corporations or 
by filing a duly executed proxy bearing a later date.  A proxy may also 
be revoked by attending the Joint Meeting and voting in person.

The costs of preparing, assembling and mailing this Proxy Statement, the 
Notice of Meetings, the Annual Report, the enclosed form of Proxy Card 
and any additional material relating to the Joint Meetings which may be 
furnished to the shareholders on behalf of the Board of Directors 
subsequent to the furnishing of this Proxy Statement have been or are to 
be borne by the Corporations, with each of the Corporations to pay one-
half of such costs.


                             PAGE 2
In addition to the use of the mails, the Corporations may, if they
consider it desirable, solicit proxies personally or by telephone or
facsimile.  Such solicitation may be made by Officers, Directors or
employees of the Corporations without additional compensation.  Banks,
brokerage houses and other custodians, nominees and fiduciaries will be 
requested to forward the soliciting material to their principals and to 
obtain authorization for the execution of proxies, in which event they 
will be reimbursed upon request for their out-of-pocket expenses 
incurred in connection therewith.

A copy of the Corporations' Annual Report for the Fiscal Year ended 
March 31, 1997, accompanies this Proxy Statement but is not considered a 
part of the proxy-soliciting material.  Additional copies of such report 
are available to any shareholder upon request.

VOTING SECURITIES

Each of the Corporations had outstanding on July 10, 1997, 
1,992,014 shares of Common Stock, without par value, and neither has any 
other authorized class of securities.  Only Shareholders of Record of 
the Corporations at the close of business on July 10, 1997 will be 
entitled to vote at the Joint Meeting.  Each shareholder has the right 
to cumulate his votes in the election of Directors and may cumulate his 
votes differently in voting for the election of Directors of each 
Corporation.  Cumulative voting entitles the shareholder to multiply his 
shares by the number of Directors (6) to be elected, and to cast the 
number of votes so determined for one person or to distribute such 
number, in his discretion, among two or more persons.  To vote 
cumulatively, a shareholder must write the name of the nominee or 
nominees selected and the number of votes to be cast for each nominee 
following the words (Cumulative For( on the lines provided under Items 1 
and 2 on the Proxy Card.  On all other matters, each share of each of 
the Corporations will be entitled to one vote.

Shares cannot be voted at the Joint Meeting unless the holder of 
record is present in person or represented by Proxy.  The enclosed Proxy 
Card is a means by which a shareholder may authorize the voting of his 
or her shares at the Joint Meeting.  If a Proxy Card is properly 
executed, returned to the Corporations or their agent and not revoked, 
the shares represented by such Proxy Card will be voted in accordance 
with the instructions set forth thereon.  Shareholders are urged to 
specify their choices by marking the appropriate box of the Proxy Card. 
If no instructions are given with respect to the matters to be acted 
upon, the shares represented by the proxy will be voted at the 
discretion of the proxy agents, as described below.  If any other 
matters are properly presented at the Joint Meeting, the proxy agents 
will vote the proxies (which confer discretionary authority to vote on 
such matters) at their discretion.  A shareholder may attend the meeting 
even though he or she has executed a Proxy Card.




                            PAGE 3
With respect to each Corporation, presence at the Joint Meeting, in 
person or by proxy, of the holders of a majority of the shares entitled 
to vote is necessary to constitute a quorum.  With regard to the 
election of Directors, shareholders may cumulate votes for the nominees 
specified on the Proxy Card, as described above, or withhold votes for 
certain or all votes that are withheld will be excluded entirely from 
the vote and will have no effect. Brokers that are member firms of the 
New York Stock Exchange ((NYSE(), and who hold shares of the 
Corporations in street name for customers, have the authority under the 
rules of the NYSE to vote those shares with respect to the election of 
Directors if they have not received instructions from the beneficial 
owner.
ELECTION OF DIRECTORS

Six directors of each Corporation are to be elected at the Joint 
Meeting, as set forth by resolution of the Board of Directors.

The By-Laws of each of the Corporations permit up to eight members to 
comprise the whole Board of each Corporation.

The persons named as proxy agents in the enclosed Proxy Card have 
advised the Board of Directors of each Corporation that it is their 
intention to cumulate votes in their discretion among all or less than 
all of the six nominees for the Board of Directors unless a specific 
direction to cumulate votes in a particular manner is included on the 
Proxy Card.  If elected, the Directors of each Corporation will hold 
office until the next Annual Meeting of such Corporation when their 
successors are elected.  If any vacancy shall occur because of death or 
other unexpected occurrence in the slates of nominees listed below for 
election as Directors, the proxy agents have advised the Boards of 
Directors of the Corporations that it is their intention to vote the 
proxies for such substitute nominees as may be proposed by or on behalf 
of the Boards of Directors of each of the Corporations.

Information with respect to the nominees, the periods during which they 
have served as Directors of each Corporation, their principal 
occupations and their ages is set forth in the following table:

                   First
                  Became 
      Name      Director             Occupation (1)                 Age 

Kieran E. Burke    1994   Chairman, Chief Executive Officer and      40 
                          Director, Premier Parks, Inc.(formerly  
                          The Tierco Group, Inc.)
					
Milton Cooper      1983   Chairman and Director, Kimco Realty        68
                          Corporation; Director, Getty
					 Petroleum Corp. Gasoline Marketing;
                          Mass Mutual Participation Investors;
	                     Mass Mutual Corporate Investors


                             PAGE 4
Michael J. Flynn    1990  Chairman of the Board, Blue Ridge          62
                          Real Estate Company and Big Boulder
                          Corporation since 1991; Vice Chairman
                          and Director, Kimco Realty Corporation
					 (since January, 1996); Chairman of the
                          Board and President, Slattery 
					 Associates, Inc. (November 1987-
					 December 1995) 
 
 Allen J. Model     1975  International Consultant, Overseas         51
                          Strategic Consulting, Ltd. (January,
                          1993-Present); Private Investor 
                          (1991-1996); Director, Framingham
                          Savings Bank and Metro West Bank

J.Anthony V.Townsend 1977 Managing Director, Finsbury Asset          49
                          Management, Limited; Director, Rea
                          Brothers Group, PLC

Wolfgang Traber     1986  Chairman of the Board, Hanseatic           53
					 Corporation (August 1994-Present);
                          Partner and Chief Executive Officer,
                          HCH Hanseatic GmbH (August 1991-
                          August 1994); Managing Director,
                          Hanseatic Corporation (April, 1988-
                          July, 1990); Director, Petroleum
                          Heat and Power Company, Inc. and
                          Star Gas Corporation
 
Unless otherwise noted, the affiliations shown constitute the 
individual's principal business experience for at least the last 5 
years.  Directorships in public companies are also identified.





















                             PAGE 5
Each of the nominees for election as Director has stated that there is 
no arrangement or understanding of any kind between him or any other 
person or persons relating to his election as a Director except that
such nominees have agreed to serve as a Director of the Corporations if 
elected.

The Directors are to be elected by a plurality of the votes cast at 
the Joint Meeting.  The Board of Directors unanimously recommends a vote 
FOR each of the nominees.

COMMITTEES AND MEETINGS

Each Board of Directors has an Executive Committee, an Audit Committee 
and a Compensation Committee, but does not have a Nominating Committee.  
The Boards of Directors held three meetings during Fiscal 1997.

The Executive Committee of each Corporation consists of Kieran E. Burke, 
Michael J. Flynn and Allen J. Model. This Committee is empowered to 
exercise all powers of the Boards of Directors, except action on 
dividends, during the intervening period between regular Board Meetings. 
The Executive Committee did not convene in Fiscal 1997.

The Audit Committee of each Corporation, composed of Michael J. Flynn 
and Allen J. Model, held one meeting during Fiscal 1997. The Audit 
Committee reviews, with the Corporations' independent  certified  public 
accountants (i) the scope of auditing procedures, (ii) the Corporations' 
accounting procedures and controls, and (iii) the Corporations' audit 
report and financial statements.

The Compensation Committee of each Corporation consists of Kieran E. 
Burke and Michael J. Flynn.  This Committee reviews general compensation 
policies and reviews and recommends salary and other adjustments for 
employees and executive officers.  The Compensation Committee did not 
convene in Fiscal 1997.

All Directors attended at least 75% of the aggregate of the total number 
of meetings of the Boards of Directors and of Committees of the Boards 
on which they served, except for Kieran Burke, Milton Cooper and Wolfgang
Traber.


PROPOSAL CONCERNING AMENDMENTS TO ARTICLES OF INCORPORATION

The text of the proposed amendment (the "Amendment") to the Articles of 
Incorporation for each of the Corporations which are hereby submitted 
for approval by the Corporations' shareholders are attached hereto as 
Annexes A and B and are incorporated herein by reference.  The following
summary of legal considerations relevant to the Amendment is intended 
to assist shareholders in making a voting decision; however, such 
summary is qualified in its entirety by reference to the Annexes 
attached to this Proxy Statement.


                             PAGE 6
The Corporations are subject to various statutory "anti-takeover" 
provisions of the Pennsylvania Business Corporation Law (the "PBCL"), 
including Subchapter 25E of the PBCL.  Subchapter 25E of the PBCL is a 
"cash-out" type of takeover statute.  Cash-out statutes generally 
require an acquiror of more than a specified percentage of a target 
corporation's stock, upon demand by any shareholder, to purchase the 
shares of such shareholder at a price which at a minimum reflects the 
highest price paid by the acquiror in accumulating the target's stock.  
Such statutes are intended to limit the perceived coercive effect of 
two-tier and partial tender offers and so-called "creeping tender 
offers," in which large blocks of shares are purchased on the open 
market, and to assure that all shareholders share in any control premium 
paid by the acquiror.

Subchapter 25E provides generally that a person or group which acquires 
more than 20% of the voting power to elect directors of a "registered" 
corporation (the Corporations are "registered" corporations under the 
PBCL) is a "controlling person or group".  Such controlling person or 
group, upon becoming such, must give prompt notice to each shareholder 
of record and to the Court of Common Pleas in the judicial district 
where the corporations' registered office is located (Carbon County, in 
the case of the Corporations).  The other shareholders are thereupon 
entitled to demand that the controlling person pay them the Fair Value 
(as defined below) of their shares under procedures which are similar to 
those which apply to the exercise of dissenters' rights of appraisal in 
connection with certain mergers and certain other corporate 
transactions.  "Fair Value" for this purpose may not be less than the 
highest price paid per share by the controlling person or group at any 
time during the 90-day period ending on and including the date on which 
the controlling person or group became such, plus an increment 
representing any value which may not be reflected in such price.  The 
foregoing description of Subchapter 25E of the PBCL does not purport to 
be complete and is qualified in its entirety by reference to the text of 
Subchapter 25E of the PBCL, a copy of which is set forth in Annex C to 
this Proxy Statement and is incorporated herein by reference. 

Because of Subchapter 25E of the PBCL, a person, entity or group 
could not purchase 20% or more of the shares of capital stock of 
each Corporation without all holders of shares of capital stock of
each Corporation having the right to immediately "put" their 
shares of capital stock of each Corporation to such person, entity 
or group for Fair Value.  Unless each Corporation's shareholders 
approve the Amendment, any person, entity or group which engages in 
a "control transaction" will have to comply with the provisions of 
Subchapter 25E of the PBCL.  Pursuant to Section 2541 (a)(4) of the 
PBCL, the articles of incorporation of a Pennsylvania corporation 
can explicitly provide that Subchapter 25E is not applicable by an 
amendment adopted by the shareholders of such corporation prior to a 
control transaction.


                             PAGE 7
The affirmative vote of the shareholders entitled to cast a majority 
of the votes which all shareholders are entitled to cast is necessary 
to adopt the Amendment.  Abstentions and non-votes by NYSE members are 
not considered in determining whether any affirmative majority of the 
votes had been cast in favor of the Amendment.

Milton Cooper, a director of the Corporations since 1983 and beneficial 
owner of 11.1% of the Corporations' common stock has held discussions 
with members of the Corporations' management and Board of Directors 
about his desire, through affiliates, to purchase additional common 
stock of the Corporations which could potentially significantly 
increase his ownership interest in the Corporations, possibly to 
greater than 20% of the outstanding common stock.  Such purchases 
would be made, if available, on terms satisfactory to Mr. Cooper and 
if the shareholders of the Corporations vote to approve the Amendment 
to specifically make inapplicable to the Corporations the provisions of 
Subchapter 25E of the PBCL.  On July 1, 1997, the Board of Directors of 
the Corporations resolved to seek approval of the Corporations' 
shareholders to amend the Corporations' Articles of Incorporation to 
provide that Subchapter 25E is not applicable to the Corporations; the 
Board of Directors of each Corporation has recommended that its 
shareholders approve such amendment.

Neither Mr. Cooper nor KC Holdings, Inc., a corporation for which 
Mr. Cooper serves as Chairman of the Board and President, has any 
agreement at the present time to purchase additional common stock, or 
otherwise increase their existing voting power with respect to the 
Corporations.  Mr. Cooper has held discussions with an agent or broker 
for the potential purchase of up to approximately 420,000 shares of 
common stock.  Any such purchases, however, may be greater or less than 
such sellers and would be expressly subject to and conditioned upon the 
Corporations receiving shareholder approval making subchapter 25E not 
applicable to the Corporations.

Except as described herein, Mr. Cooper has represented to management 
and the Boards of Directors of the Corporations that neither he nor 
his affiliates (i) has any agreement or arrangement at the present 
time to purchase additional shares or otherwise increase his 
existing voting power with respect to the Corporations and (ii) has 
any desire to acquire the Corporations or take the Corporations 
"private" (i.e., action which would terminate the Corporations' public 
reporting obligations and minimize or eliminate public trading of the 
Corporations' common stock).

Management and the Boards of Directors of the Corporations do not oppose 
Mr. Cooper's desires and therefore have approved the Amendment, which, 
if approved by shareholders, would render Subchapter 25E of the PBCL 
inapplicable to Mr. Cooper and any other person, entity or group which 
acquires, after the Amendment, more than 20% of the Corporations' common 
stock.  In light of the desire of the Boards of Directors of the Corpor-
ations to encourage stock ownership without limitation, in general, and 
without the application of Subchapter 25E, in particular, the Boards of 
Directors recommend that shareholders approve the Amendment.
                            PAGE 8

	The Boards of Directors of the Corporations recommend that all
shareholders vote FOR the proposal to adopt the Amendment.

NO DISSENTERS' RIGHTS OF APPRAISAL

Adoption of the Amendment will not give holders of the Corporations' 
shares any dissenters' rights of appraisal pursuant to the PBCL.  If the 
Amendment is adopted, the Corporations' shareholders will not have any 
dissenters' rights of appraisal under the PBCL as a result of the 
consummation of the Proposed Transaction.  Adoption of the Amendment 
will not eliminate certain dissenters' rights of appraisal that would be 
available to the Corporations' shareholders in connection with certain 
other corporate transactions.  For example, under the PBCL at the 
present time, holders of the Corporations' shares would continue to have 
dissenters' rights of appraisal in connection with a merger involving 
the Corporations in which the Corporations' shares are converted into 
the right to receive only a cash payment.


HOLDINGS OF COMMON STOCK

	The following table sets forth, as reported to the Corporations as 
of June 16, 1997, the number of shares of Common Stock of each 
Corporation owned or controlled by persons who beneficially own more 
than 5% of each Corporation's outstanding shares, the nominees for 
Directors, the Corporations' President, and the Corporations' President 
and Directors as a group:


                                              Number of Shares   Percent 
                                               Beneficially    of Shares 
                  Name                         Owned (1)     Outstanding

Kieran E. Burke                                     -0-           -0-
Milton Cooper                                   221,696(2)      11.1%
Michael J. Flynn                                 36,100(3)       1.8%
Allen J. Model                                  385,743(4)      19.4%
J. Anthony V. Townsend                             -0-            -0-
Wolfgang Traber                                  72,264(5)       3.6%
Gary A. Smith                                       635           *
Peter Model                                     366,384(6)      18.3%
  310 S. Juniper Street
  Philadelphia, Pa. 19107
Rea Brothers (Guernsey) Limited                 371,386(7)(8)   18.5%
Rea Brothers (Investment Management) Ltd.       237,386(7)      11.8%
Reamann Trust Company
Finsbury Asset Management Limited               134,000(8)       6.6%
Finsbury Trust PLC
Finsbury Growth Trust PLC
Finsbury Smaller Companies Trust PLC
Alderman's House, Alderman's Walk
  London EC2M 3XR England
                             PAGE 9
Ocean Wilsons (Investments) Limited
  Clarendon House
  Church Street West
  Hamilton HM DX, Bermuda

All Executive Officers and Directors
  Named Above as a Group (7 Persons)            716,438(9)     36.0% 
*Less than 1%       

Beneficial ownership of shares comprises voting power (the power to
vote, or direct the voting, of such shares) and/or investment power 
(the power to dispose, or to direct the disposition, of such shares).

(2) Includes 67,803 shares as to which Mr. Cooper disclaims beneficial 
ownership; such shares are owned by KC Holdings, Inc., a corporation for 
which Mr. Cooper is Chairman of the Board and President.  Mr. Cooper 
owns approximately 7.7% of the outstanding stock of KC Holdings, Inc.

(3)  Includes currently exercisable option to purchase 35,000 shares.

(4)  Includes 302,063 shares held as co-trustee, with Peter Model, of 
the Trust under Paragraph I, Article Sixth of the Last Will and 
Testament of Leo Model; 28,121 shares held in trust for himself and his 
children of which Mr. Model is trustee with another person; and 12,467 
shares owned by the Leo Model Foundation (the (Foundation() as to which 
Allen J. Model and Peter Model, as officers of the Foundation, share 
voting and investment power with the Foundation.  Mr. Model disclaims 
beneficial ownership of the shares held by the Foundation.

(5)  Mr. Traber owns a significant interest in a corporation which may 
be deemed to beneficially own the securities reported above, for which 
Mr. Traber disclaims beneficial ownership.

(6)  Beneficial ownership, for which the Corporations are aware, 
includes 302,063 shares held as trustee as described in footnote (4) 
above; 23,733 shares to which he exercises sole voting and investment 
power; 28,121 shares held in trust for the benefit of Peter Model and 
his children as to which Peter Model, as a trustee, shares voting and 
investment power; and 12,467 shares owned by the Foundation, as
described in footnote (4) above.

(7)  As reflected in Amendment Twelve to the joint Schedule 13D filed 
with the SEC on April 10, 1996, voting and investment power is exercised 
as follows:  Rea Brothers (Guernsey) Limited ((RBG(), sole voting and 
investment power regarding 143,452 shares; Rea Brothers (Investment 
Management) Limited ((Investment(), sole investment power regarding 
3,934 shares;  and Reamann Trust Company ((Trust() sole  investment  and 
voting power regarding 90,000 shares.  Rea Brothers Group PLC, which has 
shared dispositive power over 371,386 shares, owns all of the share 
capital of RBG, Investment and Trust.  


                              PAGE 10
The information reflected in this note shall be referred to as the 
Rea Report.  Rea Brothers Group PLC also owns the entire share 
capital of Finsbury Asset Management, Limited.  See Note 8.

(8)The following is based upon information reflected in Amendment Six 
to a group Schedule 13D filed with the SEC on April 10, 1996.  Finsbury 
Asset Management, Limited beneficially owns 134,000 shares pursuant to 
investment arrangements with the entities described in the next 
sentence.  The following entities have sole voting power and shared 
investment power with respect to certain of such shares as specified 
below:  Finsbury Trust PLC ((FTP(), 61,000 shares; Ocean Wilsons 
(Investments) Limited ((Ocean(), 30,000 shares; Finsbury Growth Trust 
PLC ((FGT(), 27,000 shares; and Finsbury Smaller Companies Trust PLC 
((FSCT(), 16,000 shares.  The ordinary shares of each of FTP, Ocean, FGT 
and FSCT (the (Investment Companies() are listed and traded on The Stock 
Exchange, London.  Each of the Investment Companies is owned, directly 
or indirectly and in varying degrees, by certain of the other Investment 
Companies.  In the aggregate, the Investment Companies own, directly or 
indirectly, approximately 24.85% of the shares of Rea Brothers Group, 
PLC.  The information set forth above in this note shall be referred to 
as the Finsbury Report.  A joint Schedule 13D reflecting the Finsbury 
Report and the Rea Report was filed with the SEC on April 10, 1996.

Includes option to purchase 35,000 shares identified in footnote (3) above.

REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth compensation information for the Fiscal 
Year ended March 31, 1997, with respect to the President of the 
Corporations.  No other Employee's Annual Compensation (Salary and 
Bonus) exceeded $100,000 on an annualized basis or otherwise.

Annual Compensation (1)
    Name and Principal Position       Year        Salary

      Gary A. Smith,   President      1997       $111,667
        
Compensation is paid to Mr. Smith by Blue Ridge Real Estate 
Company, a portion of which is then allocated to Big Boulder 
Corporation.

During fiscal 1997, each of the Corporations changed its fiscal 
year-end from May 31 to March 31.  The foregoing compensation 
reflects amounts paid for a ten-month year (June 1, 1996-March 31, 
1997), which if annualized on a twelve-month basis would have 
equaled $130,000.





                              PAGE 11
Director Compensation.  Kieran E. Burke receives $1,000 per month for 
his services to the Corporations.  An annual retainer of $5,000 is paid 
to Kieran E. Burke, Allen J. Model and Michael J. Flynn.  An annual 
retainer of $1,000 is paid to Milton Cooper, J. Anthony V. Townsend and 
Wolfgang Traber.  All Directors receive $1,000 for each Board Meeting 
they attend.  Directors do not receive compensation for committee meet-
ings.  Michael J. Flynn, Chairman of the Board, received a $30,000 con-
sulting fee during Fiscal 1997.  Mr. Flynn has an Option to Purchase 
35,000 shares of Common Stock at $6.75 per share exercisable to July 
2003

Employee Benefit Plans.  The Corporations have a defined benefit 
pension plan.  Eligible employees of the Corporations and certain of 
their subsidiaries participate in the pension plan which provides to 
each such participant annual retirement income beginning at age 65 equal
product of (x) 31% of the first $10,000 of such participant's average 
compensation for the five years in the last ten year ((final average 
earnings() prior to retirement during which the employee was most highly 
paid plus 40% of such earnings in excess of $10,000; and (y) the ratio 
of the participant's years of credited service (if less than 15 years) 
to 15 years. 

The table which follows shows the estimated annual benefits payable 
upon retirement to persons in specified remuneration and years of 
service classifications under the pension plan.  The retirement benefits 
shown are based upon retirement at the age of 65.

Years of Service
 	Average Salary*            5               10               15**
	$   15,000               1,700            3,400            5,100
     $   30,000               3,700            7,400           11,100
     $   45,000               5,700           11,400           17,100
     $   60,000               7,700           15,400           23,100
     $   75,000               9,700           19,400           29,100
     $   90,000              11,700           23,400           35,100
     $  105,000              13,700           27,400           41,100
     $  120,000              15,700           31,400           47,100
     $  135,000              17,700           35,400           53,100
*Based on 5 consecutive years of highest earnings in the last 10 years.
   **Minimum number of years of continuous service required to receive  
maximum pension.  
   Remuneration covered by the pension program includes salary, overtime
and awards under an annual incentive program.
   Mr. Smith has 15 years of credited service and $111,667 remuneration 
for purposes of the pension program.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the 
Corporations'  Officers,  Directors  and persons  who own more than ten 
percent of a registered class of the Corporations' equity securities 
((10% Holders(), to file reports of ownership and changes in ownership 
with the Securities and Exchange Commission (the (Commission().  
                               PAGE 12
Officers, Directors and 10% Holders are required by Commission 
regulations to furnish the Corporations with copies of all Section 
16(a) forms they file.

Based solely on a review of the copies of such forms received, or 
written representations from certain reporting persons, the 
Corporations believe that during the period from June 1, 1996 
through March 31, 1997 all filing requirements applicable to its 
Officers, Directors and 10% Holders were fulfilled.

SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETINGS

Consideration of certain matters is required at the Annual Meetings of 
Shareholders, such as the election of Directors.  In addition, pursuant 
to applicable regulations of the Securities and Exchange Commission, 
shareholders may present proposals, which are proper subjects for 
inclusion in the Proxy Statement and for consideration at the Annual 
Meetings, by submitting their proposals to the Corporations at their 
principal offices on a timely basis.  


In order to be included for the 1998 Annual Meetings, proposals must be 
received by March 31, 1998.

OTHER MATTERS

The Board of Directors of each Corporation are not aware of any matters, 
other than those listed in the Notice of Annual Meetings, that may be 
properly brought before the Joint Meeting.  If, however, any other 
matter not now known properly comes before the Joint Meeting, the 
persons named in the enclosed Proxy Card will vote the proxies in 
their discretion on such matters.







                                         BLUE RIDGE REAL ESTATE COMPANY
                                            BIG BOULDER CORPORATION
                                         Eldon D. Dietterick, Secretary








Dated:  Blakeslee, Pennsylvania
		July 1, 1997

                                PAGE 13


ANNEX A

RESOLVED, that the Articles of Incorporation, as amended, of Blue Ridge 
Real Estate Company are amended to add a new Paragraph 10 to read as 
follows:

"10. Subchapter E of Chapter 25 of the Business Corporation Law of 1988,
 as amended, as codified as 15 Pa. C.S. #2541-2548, shall not be 
applicable to the Corporation."



ANNEX B
RESOLVED, that the Articles of Incorporation, as amended, of Big Boulder 
Corporation are amended to add a new Paragraph 10 to read as follows:

"10. Subchapter E of Chapter 25 of the Business Corporation Law of 1988, 
as amended, as codified as 15 Pa. C.S. #2541-2548, shall not be 
applicable to the Corporation. "


ANNEX C

(Subchapter 25E of the PBCL will be attached to the Proxy Statement
 distributed to shareholders.


                            PAGE 15
							SIGNATURES

	Pursuant to the requirements of Section 13 or 15 (d) of the 
Securities Exchange Act of 1934, the Registrants have duly caused this 
report to be signed on their behalf by the undersigned, thereunto duly 
authorized.


BLUE RIDGE REAL ESTATE COMPANY		BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION				BIG BOULDER CORPORATION

By:__________________________			By:____________________________
	Gary A. Smith						Cynthia A. Barron
	President							Chief Accounting Officer
Dated:_______________________			Dated:_________________________

	Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed by the following persons on behalf of 
the Registrants and in the capacities and on the dates indicated.

	Each person in so signing also makes, constitutes and appoints Gary 
A. Smith, President, his true and lawful attorney-in-fact, in his name,
place and stead to execute and cause to be filed with the Securities and 
Exchange Commission any or all amendments to this report.

	Signature					Title					Date

_________________________							_________
Michael J. Flynn			Chairman of the Board
						Principal Executive Officer
_________________________							_________
Gary A. Smith				President 						
						Chief Operating Officer
						Principal Financial Officer

_________________________							_________
Kieran E. Burke			Director


_________________________							_________
Milton Cooper				Director	


_________________________							_________
Allen J. Model				Director					


_________________________							_________
J. Anthony V. Townsend		Director					




                           PAGE 16
July 9, 1997

VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:	Blue Ridge Real Estate Company and Big Boulder Corporation-
	Preliminary Proxy Statement (SEC File No.000-02844)

Dear Sir or Madam:

On behalf of Blue Ridge Real Estate Company ("Blue Ridge") and Big 
Boulder Corporation ("Big Boulder", and together with "Blue Ridge",
the "Companies"), we have filed via the EDGAR system pursuant to Rule 
14a-6(a) under the Securities Exchange Act of 1934, as amended, the 
Preliminary Proxy Statement of the Companies in connection with the 1997 
Joint Annual Meeting of Stockholders of the Companies.

If you have any questions regarding the enclosed, please contact me at 
(717)443-8433 or Brian J. Lynch at Morgan, Lewis & Bockius LLP at 
(215)963-5523.



Very truly yours,



Eldon D. Dietterick
Director, Finance & Administration

Enclosure