UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K

          (X) ANNUAL REPORTS* PURSUANT TO SECTION 13 OR 15 (d) OF THE
                      SECURITIES ACT OF 1934 (FEE REQUIRED)
                    For the fiscal year ended MARCH 31, 1999
                                       OR
          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                        For the transtion period from to

                               0-2844 (Blue Ridge)
Commission File No.            0-2843 (Big Boulder)
                      BLUE RIDGE REAL ESTATE COMPANY
                      BIG BOULDER CORPORATION

(exact name of Registrants as specified in their charters)

State or other jurisdiction of incorporation or organization: Pennsylvania

                                          24-0854342 (Blue Ridge)
I.R.S. Employer Identification Number:    24-0822326 (Big Boulder)

Address of principal executive office:    Blakeslee, Pennsylvania
                             Zip Code:    18610

Registrants' telephone number, including area code:    570- 443 - 8433

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value, stated value $.30 per combined share*

<PAGE>1

 Indicate by check mark whether the  registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months and (2) has been subject to such filing require-
ments for the past 90 days: Yes_X_ No___

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.     (X)

     The aggregate market value of common stock, without par value, stated
value $.30  per  combined  share,  held  by  non-affiliates  at  June  16,1998,
 was $22,159,799.  The  market  value per share is based  upon the per share
 cost of shares as indicated over the counter on March 31, 1998.  There is no
established public trading market for the Companies' stock.

     Number of shares  outstanding  of each of the  issuer's  classes  of
common stock.

            Class                        Outstanding June 18, 1999
Common Stock, without par value                  1,971,958 Shares
   stated value $.30 per
   combined share

                      DOCUMENTS INCORPORATED BY REFERENCE

     Specified portions of the Companies' 1999 Annual Report to Shareholders are
incorporated by reference into Part II hereof.

     Specified  portions of the Companies'  definitive  Proxy  Statement for the
1999 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with
the Securities and Exchange  Commission not later than 120 days after the end of
the fiscal year covered by this report and is incorporated herein by reference.

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

<PAGE>2
FORM 10-K
PART I
ITEM 1.  BUSINESS

         BLUE RIDGE REAL ESTATE COMPANY

         Blue Ridge Real Estate Company ("Blue Ridge"),  which was  incorporated
in  Pennsylvania  in  1911,  is  believed  to be one of the  largest  owners  of
investment property in Northeastern  Pennsylvania.  It owns 18,843 acres of land
which are predominately  located in the Pocono  Mountains.  These lands are held
entirely as  investment  property.  Income is derived  from these lands  through
leases,   selective  timbering  by  others,   condemnation,   sales,  and  other
dispositions.  Blue Ridge also owns the Jack  Frost  Mountain  Ski Area which is
leased to Jack Frost Mountain  Company,  a 225-site  campground,  a retail store
leased to Wal-Mart and a shopping center. The ski area,  campground retail store
and shopping center are more fully described under Item 2.

         Jack Frost Mountain  Company,  a wholly-owned  subsidiary of Blue Ridge
was  incorporated in  Pennsylvania  in 1980 and commenced  operations on June 1,
1981.  It was created to lease and operate the Jack Frost  Mountain Ski Area and
to provide certain services to other  facilities,  such as the Snow Ridge resort
community,  and to operate recreational facilities located within the Jack Frost
Mountain tract.

         Northeast Land Company,  a wholly owned  subsidiary of Blue Ridge,  was
incorporated in Pennsylvania in 1967. The major assets of the company consist of
103 acres of land in  Northeast  Pennsylvania.  Revenues  are from  managing the
rental  homes at Snow  Ridge,  Blue  Heron,  Laurelwoods  and  Midlake as resort
accommodations,  and from real estate commissions for the sale of homes at these
resort  communities,  and from Trust and Condo fees for Services to these resort
communities. Northeast Land Company also receives revenue from a land lease to a
Burger King franchise, and leased space on a 196 foot communication tower..

         BRRE  Holdings,  Inc., a  wholly-owned  subsidiary  of Blue Ridge,  was
incorporated in Delaware in 1986. It was established for investment purposes.

         Blue Ridge employs 31 full-time employees. Jack Frost Mountain Company,
which operates the Jack Frost Mountain Ski Area, has 40 full-time  employees and
during the skiing  season  there are  approximately  500  additional  employees.
Northeast Land Company has 22 full-time employees.
<PAGE>3
ITEM 1.  BUSINESS - (continued)

         BIG BOULDER CORPORATION

         Big  Boulder   Corporation   ("Big   Boulder")  was   incorporated   in
Pennsylvania  in 1949.  The major  assets of the  company are 929 acres of land,
which  includes a 175 acre lake,  the Big Boulder  Ski Area,  and the Blue Heron
Grille.  The principal source of revenue for Big Boulder is derived from the Big
Boulder Ski Area which is leased to Lake Mountain Company.
         Lake  Mountain  Company,  a  wholly-owned  subsidiary  of  Big  Boulder
Corporation was incorporated in Pennsylvania in 1983 and commenced operations on
June 1, 1983. It was created to lease and operate the Big Boulder Ski Area,  and
operate the  recreational  facilities as they are located within the Big Boulder
Lake tract.
         BBC  Holdings,  Inc., a  wholly-owned  subsidiary  of Big Boulder,  was
incorporated in Delaware in 1986. It was established for investment purposes.
         Big Boulder has no employees. Lake Mountain Company, which operates the
Big Boulder Ski Area, no longer has any employees. The Lake Mountain Company has
been  merged with the payroll of Jack Frost  Mountain  Company.  Big Boulder Ski
area  has  19  full-time   employees.   During  the  skiing  season,  there  are
approximately 525 additional employees.

         INDUSTRY SEGMENT INFORMATION

         Information  with respect to business  segments is presented in Note 12
to the Registrants' financial statements included in Item 8.

         The quarterly results of operations for 1999, 1998 and 1997 reflect the
cyclical  nature of the  Companies'  business  since (a) the  Companies' two ski
facilities  operate  principally during the months of December through March and
(b) land  dispositions  occur  sporadically and do not follow any pattern during
the  fiscal  year.  Costs and  expenses,  net of  revenues  received  in advance
attributable to the ski facilities for the months of April through November, are
deferred and  recognized as revenue and operating  expenses,  ratably,  over the
operating period.

ITEM 2.  PROPERTIES

A. BLUE RIDGE REAL ESTATE COMPANY
         The physical  properties of Blue Ridge consist of approximately  18,946
acres owned by Blue Ridge and Northeast Land Company, the Jack Frost

<PAGE>4
Mountain  Ski  Area,  the  Fern  Ridge  Campground,   the  Wal-Mart  Store, the
Dreshertown Shopping Center, a sewage treatment facility, corporate headquarters
building, and other miscellaneous facilities.

     SKI FACILITIES

         The Jack Frost  Mountain Ski Area,  under lease to Jack Frost  Mountain
Company  since  June 1, 1981,  is  located  near  White  Haven,  Carbon  County,
Pennsylvania, and commenced operations in December 1972. The Jack Frost Mountain
Ski Area consists of twenty-one  slopes and trails  including a snowboard slope,
snowmobile  course,   snowtubing  hill,  five  double  chairlifts,   two  triple
chairlifts,  one quad chairlift,  and various buildings including a Summit Lodge
with food service,  a cocktail  lounge,  a ski shop,  and a ski rental shop. The
total lift capacity per hour is 12,000 skiers. These lifts are in good condition
and are operated as needed during the ski season.  These facilities are situated
on approximately 473 acres owned by Blue Ridge and leased to Jack Frost Mountain
Company. The total capital investment in the ski area is $19,950,240,  the major
portion  of which  represents  the cost of the slopes  and  trails,  chairlifts,
snowmaking  equipment,  water supply, roads and parking areas, and all buildings
including the Summit Lodge.  The remainder is for  furnishings and equipment for
the Summit Lodge,  trucks,  maintenance  equipment,  and  miscellaneous  outside
equipment. At March 31, 1999 the outstanding debt on the Jack Frost Mountain Ski
Area was $855,661.

     REAL ESTATE MANAGEMENT OPERATIONS

         The Wal-Mart Store located in Laurens,  South Carolina, was acquired in
September 1990 for cash  consideration of $2,190,470 which was the total capital
investment  at March 31,  1999.  The  building  consists of 70,000  square feet,
located on 10.217  acres of land and is leased to Wal-Mart on a triple net basis
through January 31, 2014. At March 31, 1999 a mortgage  totaling  $1,379,007 was
outstanding on this property.

         The Dreshertown  Plaza Shopping  Center,  Dresher,  Montgomery  County,
Pennsylvania,  was acquired in July, 1986 for  consideration of $4,592,579.  The
center consists of approximately 101,233 square feet located on approximately 15
acres of land.  On March 31,  1999,  the center was 97%  occupied  under  leases
expiring on various  dates from April 30, 1999 to October  31,  2011.  The total
capital  investment in the shopping  center is $5,441,971.  At March 31, 1999, a
mortgage totaling $5,298,500 was outstanding on this property.

<PAGE>5
         The Fern Ridge  Campground is located at the  intersection of Route 115
and Interstate 80 in Monroe County, Pennsylvania. This campground is built on 85
acres and consists of 225 campsites,  75 with water and electric, 25 with rustic
cabins and the remaining 125 are wilderness  sites. Its operating period is from
April 1 through  September 30. At March 31, 1999,  the  Company's  investment in
this facility was $640,290.

         Blue Ridge owns 18,843 acres of land which are predominately located in
the Pocono Mountains. The majority of this property is leased to various hunting
clubs.  Blue Ridge  also owns  several  cottages  in the area that are leased to
private individuals.

         Blue  Ridge owns and  leases to Jack  Frost  Mountain  Company a sewage
treatment facility to serve the resort housing at Jack Frost Mountain. The total
investment in this facility at March 31, 1999 was  $1,273,443  with  outstanding
debt of $148,919.

         Blue Ridge also owns The Sports  Complex at Jack Frost  Mountain  which
consists of a swimming pool, fitness trail,  tennis courts,  in-line skate park,
A.T.V. (All Terrain Vehicle) park and accompanying buildings.  The Stretch is an
exclusive  fishing club. The Corporate  Office  Building is located on Route 940
and Mosey Wood Road.

         Northeast  Land Company owns 103 acres of land which are located in the
Pocono Mountains and a 196 foot communication tower.

         For the fiscal year ended March 31, 1999,  revenues from  operations of
Blue Ridge and its subsidiaries  amounted to $11,468,148.  Approximately  51% of
this revenue or  $5,852,082  was derived  from the Jack Frost  Mountain Ski Area
which operated 93 days during the fiscal year.

B. BIG BOULDER CORPORATION

         The physical  properties  owned by Big Boulder consist of approximately
929 acres,  the Big Boulder Ski Area, a sewage  treatment  facility,  a 200 foot
communications tower, and the Blue Heron Grille.
<PAGE>6
     SKI FACILITIES
         The Big Boulder Ski Area's physical properties have been leased to Lake
Mountain Company since June 1, 1983, and are located in Kidder Township,  Carbon
County, Pennsylvania. Big Boulder Ski Area commenced operations in 1947. The Big
Boulder  Ski Area  contains  fourteen  slopes and trails  including  a snowboard
slope,  snowtubing  hill, five double  chairlifts,  two triple  chairlifts,  and
various  buildings  including a base lodge,  providing food service,  a cocktail
lounge, a ski shop and a ski rental service. The total lift capacity per hour is
9,600  skiers.  These  lifts are in good  condition  and are  operated as needed
during the ski season.  These  facilities are situated on approximately 90 acres
owned  by Big  Boulder.  The  total  capital  investment  in  the  ski  area  is
$13,328,302. At March 31, 1999, the outstanding debt on the Big Boulder Ski Area
was $726,583.

     REAL ESTATE MANAGEMENT OPERATIONS

         A sewage treatment facility was constructed by Big Boulder  Corporation
to serve the resort housing  within the Big Boulder tract.  The facility has the
capacity of  treating  225,000  gallons  per day and is leased to Lake  Mountain
Company for operation. The capital investment in the facility at March 31, 1999,
was $1,511,847 with an outstanding debt of $391,237 at that date.

         Big  Boulder  Corporation  constructed  the  Blue  Heron  Grille  which
consists  of 8,800  square  feet and is located on the east shore of Big Boulder
Lake, Kidder Township,  Carbon County,  Pennsylvania.  The facility, leased to a
private  operator,  commenced  operations in May 1986. The restaurant has dining
capacity for 100 patrons.  The capital  investment  in the facility at March 31,
1999 was $1,563,626.

         Big  Boulder  owns 929 acres of land  which are  located  in the Pocono
Mountains.  The Big Boulder Lake Club includes a 175 acre lake,  swimming  pool,
tennis courts, boat docks and accompanying buildings.

         For the fiscal year ended March 31, 1999,  revenues from  operations of
Big  Boulder  amounted  to  $6,319,332.  Approximately  83% of this  revenue  of
$5,271,936  was derived  from the Big  Boulder  Ski Area which  operated 86 days
during that fiscal year.

ITEM 3.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.
<PAGE>7
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANTS

                                        Age        Office Held Since
          Michael J. Flynn               64                1991
          Chairman of the Board

          Gary A. Smith                  56                1992
          President

          Melanie Murphy                 39                1996
          Vice President-Operations

         All officers of the  Registrants  serve for a one-year  period or until
their  election at the first meeting of the Board of Directors  after the Annual
Meeting of Shareholders.

         Michael J. Flynn was elected Chairman of the Board of the Registrants
on July 11, 1991.  He is Vice Chairman of the Board of Kimco Realty
Corporation since January 1996.  Mr. Flynn serves as a Director of Kimco
Realty Corporation. Mr. Flynn was formerly Chairman of the Board and
President of Slattery Associates, Inc. and Director of Slattery Group,
Inc. From 1987 to December 1995.

         Gary A.  Smith  was  appointed  President  in July,  1992.  He has been
employed by the  Registrants on a full-time  basis since  September 1982; he was
appointed Vice President and Treasurer in July 1983 and Senior Vice President in
September 1987.

         Melanie Murphy was appointed Vice  President-Operations  in June, 1996.
She has been employed by the Registrants on a full-time basis since July, 1984.

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
               RELATED STOCKHOLDER MATTERS

         Information  required  with  respect to  Registrants'  common stock and
related  shareholder  matters is incorporated herein by reference to the caption
entitled  "Price Range of Common Shares and Dividend  Information" on Page 12 of
the Fiscal 1999 Annual Report to Shareholders.

ITEM 6.  SELECTED FINANCIAL DATA

         Information  required with respect to the specified  financial  data is
incorporated  herein by reference to Page 13 of the Fiscal 1999 Annual Report to
Shareholders.
<PAGE>8
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

         Information required with respect to Registrants'  financial condition,
changes in financial  condition and results of operations is incorporated herein
by  reference  to Pages 13  through  15 of the  Fiscal  1999  Annual  Report  to
Shareholders.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The required financial  statements are incorporated herein by reference
to Pages 2 through 12 of the Fiscal 1999 Annual Report to Shareholders.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURES

         Not applicable.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

         The information  concerning  Directors required by Item 10 of Form 10-K
is set forth under the  caption  "Election  of  Directors"  in the  Registrants'
definitive  Proxy  Statement for the 1999 Annual  Meetings of Shareholders to be
filed pursuant to Regulation 14A with the Securities and Exchange Commission not
later than 120 days after the end of the fiscal year  covered by this report and
is incorporated herein by reference.

         The information  concerning  Executive  Officers required by Item 10 of
Form 10-K is set forth in Item 4A of this report.

           CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANTS
                                                       Employed in Present
                                                Age    Position Since
Carl V. Kerstetter, Director of Marketing       48            1991
Eldon D. Dietterick, Secretary/Treasurer        53            1996
     Carl V. Kerstetter and Eldon D. Dietterick have been employed
by the Registrants on a full-time basis for more than five years.

ITEM 11. EXECUTIVE COMPENSATION

         The information  concerning Executive  Compensation required by Item 11
of Form 10-K is set forth under the caption  "Remuneration of Executive Officers
and  Directors"  in the  registrant's  definitive  Proxy  Statement for the 1999
Annual  Meetings of Shareholders to be filed pursuant to Regulation 14A with the
Securities and Exchange  Commission not later than 120 days after the end of the
fiscal year covered by this report and is incorporated herein by reference.

<PAGE>9
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT

         The information required by Item 12 of Form 10-K is set forth under the
caption  "Holdings  of  Common  Stock"  in  the  Registrants'  definitive  Proxy
Statement for the 1999 Annual  Meetings of  Shareholders to be filed pursuant to
Regulation 14A with the  Securities  and Exchange  Commission not later than 120
days after the end of the fiscal year covered by this report and is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.

PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                         AND REPORTS ON FORM 8-K

  A. (1) Financial statements included in Registrants' Fiscal 1997 Annual Report
to Shareholders on Pages 2 through 12 are incorporated by reference.  The Report
of Independent Accountants for the combined financial statements appears on Page
14 of this Form 10-K.

  A.  (2)  Financial Statement Schedules

          The following is a list of financial statement schedules filed as part
of this Annual Report on Form 10-K.  The report of Independent  Accountants  for
the financial statement schedule appears on Page 28 of this Form 10-K. All other
schedules  omitted  herein  are so  omitted  because  either  (1)  they  are not
applicable,  (2) the required information is shown in the financial  statements,
or (3) conditions are present which permit their  omission,  as set forth in the
instructions pertaining to the content of financial statements:

          Schedules:    III.  Real Estate and Accumulated Depreciation

  A.  (3)  Exhibits, Including Those Incorporated by Reference

                  The  following  is a list of  Exhibits  filed  as part of this
Annual Report on Form 10-K.  Where so indicated by footnote,  Exhibits that were
previously  filed are  incorporated by reference.  For Exhibits  incorporated by
reference,  the location of the Exhibit in the  previous  filing is indicated in
parentheses.
<PAGE>10
                                                    Legend for
                                                    Documents
                                                    Incorporated      Page
            Articles of Incorporation and By-Laws    By Reference     Number

     3( 1).1  Articles of Incorporation                    (1)
     3( 1).4  Articles of Amendment                        (2)
     3(ii).1  By-Laws of Blue Ridge Real Estate Company
                as amended through July 25, 1990           (8)
     3(ii).2  By-Laws of Big Boulder Corporation
                as amended through July 25, 1990           (8)

         Instruments Defining the Rights of Security
               Holders including Indentures

     4.1      Specimen Certificate for Shares of           (1)
                 Common Stock

     4.2      Security Combination Agreement               (1)

     4.3      Revised Specimen Unit Certificates
               for shares of common stock                  (7)

Material Contracts
              Financial Agreements
    10.1.1    Mortgage Relating to the Construction
               of the Jack Frost Mountain Ski Area         (2)
    10.1.2    Construction Loan - Jack Frost
               Mountain Ski Area                           (3)
    10.1.3    Loan from PNC Bank, Wilkes-Barre             (4)
    10.1.4    First Mortgage, Principal Mutual,
               Building leased to Wal-Mart                 (8)
    10.1.16   First Mortgage, CoreStates Bank, NA,
               Dreshertown Plaza Shopping Center,
               Montgomery County

              Acquisition of Properties
    10.2.1    Acquisition of Dreshertown Plaza
               Shopping Center                             (6)
    10.2.2    Acquisition of Building leased to
               Wal-Mart                                    (8)

              Lease
    10.3.1    Building leased to Wal-Mart                 (10)
<PAGE>11
              Agreement with Executive Officers and Director

    10.4.1    Stock Option - Michael J. Flynn              (9)
              Stock Option Agreement - Michael J. Flynn

              Subsidiaries of the Registrants
    21.1      List of the Subsidiaries of the Registrants  (6)

              (1) Filed  September  23,  1966  as an  Exhibit  to  Form  10  and
                  incorporated herein by reference

              (2) Filed  August  22,  1973  as  an  Exhibit  to  Form  10-K  and
                  incorporated herein by reference

              (3) Filed  August  27,  1975  as  an  Exhibit  to  Form  10-K  and
                  incorporated herein by reference

              (4) Filed February 7, 1975 as an Exhibit to Form
                  8-K and incorporated herein by reference

               (5) Northeast Land Company - Incorporated in
                    Commonwealth of Pennsylvania
                    Jack Frost Mountain Company - Incorporated
                    in Commonwealth of Pennsylvania
                    Lake Mountain Company - Incorporated in
                    Commonwealth of Pennsylvania
                    Big Boulder Lodge, Inc. - Incorporated in
                    Commonwealth of Pennsylvania
                    BRRE Holdings, Inc. - Incorporated in
                    State of Delaware
                    BBC Holdings, Inc. - Incorporated in
                    State of Delaware

               (6) Filed August 28, 1987 as an Exhibit to Form
                    10-K and incorporated herein by reference

               (7) Filed August 28, 1990 as an Exhibit to Form
                    10-K and incorporated herein by reference

               (8) Filed August 26, 1991 as an Exhibit to Form
                    10-K and incorporated herein by reference

               (9) Filed August 26, 1994 as an Exhibit to Form
                    10-K and incorporated herein by reference

               (10) Filed August 29, 1995 as an Exhibit to Form 10-K and
                    incorporated herein by reference.

               Copies of Exhibits are available to Shareholders by
               contacting Eldon D. Dietterick, Secretary, Blakeslee,
               PA 18610. A charge of $.25 per page to cover the
               Registrants' expenses will be made.


  B.           Reports on Form 8-K
                   None
<PAGE>12

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

----------------------
 Wolfgang Traber              Director                        ___________

<PAGE>13

REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES


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


Our audits of the combined financial  statements referred to in our report dated
June 4, 1999 appearing on the 1999 Annual Report to  Shareholders  of Blue Ridge
Real Estate  Company  and Big Boulder  Corporation  (which  report and  combined
financial statements are incorporated by reference in this Annual Report on Form
10-K) also  included an audit of the  combined  financial  statements  schedules
listed  in Item 14  (a)(2)  of the Form  10K.  In our  opinion,  these  combined
financial  statement  schedules  present fairly, in all material  respects,  the
information set forth therein when read in conjunction with the related combined
financial statements.

PricewaterhouseCoopers LLP


Philadelphia, Pennsylvania
June 4, 1999

<PAGE>14


COMBINED SCHEDULE III.
REAL ESTATE AND ACCUMULATED DEPRECIATION March 31, 1999
<TABLE>
<CAPTION>

COLUMN A            COLUMN B       COLUMN C                COLUMN D

                                   Initial Cost            Cost Capitalized
                                   to Company              Subsequent To
                                                             Acquisition
                                          BUILDINGS &
DESCRIPTION       ENCUMBRANCES     LAND   IMPROVEMENTS     IMPROVEMENTS

Land located
in N E PA including
<S>                            <C>            <C>            <C>

various improvements             1,867,766      49,915         3,829,968

Corporate
Building                                       282,918           187,989

Buildings Leased
to Others
Eastern PA
Exchanged Asset-
Shopping Center    5,700,000       780,700   4,554,235           107,036
Other                      0             0           0         2,308,869
Laurens,SC         1,600,000       276,000   1,914,470                 0
TOTAL              7,300,000     2,924,466   6,801,538         6,433,862



                                   COLUMN E                 COLUMN F

                          Gross Amount at which Carried
                           at Close of Period (1)(2)
Land located in
N E PA including                   BUILDING                  ACCUMULATED
Various improvements   LAND      IMPROVEMENTS   TOTAL       DEPRECIATION
                   1,867,656     3,879,883   5,747,539         2,263,257
Corporate Building                 470,907     470,907           235,639

Buildings Leased to
Others Eastern PA
Exchanged Asset-
Shopping Center      780,700     4,661,271   5,441,971         2,543,189
Other                      0     2,308,869   2,308,869         1,180,926
Laurens, SC          276,000     1,914,470   2,190,470           531,796
TOTAL              2,924,356    13,235,400  16,159,756         6,754,807


<PAGE>15

                             COLUMN G        COLUMN H       COLUMN I

                                                            LIFE ON WHICH
                                                            DEPRECIATION
                             DATE OF          DATE          IN LATEST INCOME
                             CONTSTRUCTION    ACQUIRED      STATEMENT IS
                                                            COMPUTED

Land located in NE PA
Including various
improvements                 Various          Various       5 to 30 Yrs

Corporate Building                            1982         10 to 30 Yrs

Buildings leased to others
Eastern PA Exchanged Asset
Shopping Center              N/A              Various       5 to 30 Yrs
Other                        N/A              Various       5 to 30 Yrs
Laurens, SC                  N/A              Various       5 to 30 Yrs
TOTAL

(1)  Activity for the fiscal years ended March 31, 1999,  March 31, 1998 & March
     31, 1997 is as follows:
                                     1999                1998         1997
                                     ----                ----         ----

 Balance at beginning of year   15,927,399      17,477,744   16,878,154
 Additions during year:
 Improvements                      232,439         181,369      599,590
 (reclassify)                        0          (1,731,686)           0
                                16,159,838      15,927,427   17,477,744
 Deductions during year:
 Cost of real estate sold               82              28            0
 Balance at end of year         16,159,756      15,927,399   17,477,744

(2)  The  aggregate  cost for Federal  Income Tax  purposes at March 31, 1999 is
     $14,704,002

(3)  Activity for the fiscal years ended March 31, 1999,  March 31, 1998 & March
     31, 1997 is as follows:
                                        1999          1998         1997
                                        ----          ----         ----

 Balance at beginning of year      6,366,443       7,029,213     6,602,457
  Additions during year:
  (Reclassification)                       0        (920,651)            0
 Current year depreciation           388,364         257,881       426,756
Less retirements                           0               0             0
 Balance at end of year            6,754,807       6,366,443     7,029,213
</TABLE>
<PAGE>16

BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION

To Our Shareholders,
         For Fiscal 1999,  the  companies  report net income of $153,081 or $.08
per combined share,  compared to net income of $394,593 or $.20 for the previous
year.
         The ski areas experienced 257,000 skier visits and 86,000 tubing visits
compared to 293,000 skier visits and 92,000 tubing visits from the prior season.
Sixty degree  temperatures  in early  December plus rain on crucial  weekends in
January resulted in the reduction of revenue from ski operations.
         Our ski market has  historically  been  Philadelphia.  Recently we have
made a strong effort to introduce  ourselves in the New York area. This includes
television,  billboards  and group leader  contacts.  We have seen some positive
results from these  efforts,  and with a good ski season  anticipate  additional
growth.
         We are proud to announce the second side of the East Mountain chairlift
will be installed at Jack Frost  Mountain.  This gives us an  additional  uphill
capacity  of  1,200  skiers  per hour on our most  popular  slopes.  We are also
investing  in two state of the art grooming  vehicles to maintain the  excellent
reputation we have for well-groomed terrain.
         Our on going  strategy has been to generate  revenue during the non-ski
season to hedge  against the effects of poor weather  conditions  during the ski
season. The growing success of this strategy helped this year's profitability.
         Festivals  contribute the biggest  portion of revenue during the summer
months. The nationally  acclaimed Blues Festival and the Pocono Gathering on the
Mountain are the two most popular festivals.
         Jack  Frost   Mountain's   summer  program  caters  to  extreme  sports
enthusiasts  with Splatter  paintball games, an in-line skate and board park, an
all terrain vehicle (ATV) ride park and a mountain bike center.
         Our Fern Ridge Campground continues to expand with 10 additional cabins
this year bringing our total to 225 sites. Our summer  festivals,  activities at
Jack Frost  Mountain  and other  local  events  support  the  occupancy  of this
campground.
         The Pennsylvania Department of Transportation  (PennDOT) plans to build
a rest station on  Interstate  80 located in our core area.  We have  contracted
with  PennDOT to build a sewer line from our Jack Frost  treatment  plant to the
rest  station  and provide  service.  This  $850,000  project is  scheduled  for
completion  in  September  1999 and is  treated as  extraordinary  income on the
Financial Statement.
         The growth in cellular  communication has created an opportunity for us
in the form of leased  space on  communication  towers.  We  currently  have two
towers located at strategic locations on our lands.
         Future development  opportunities and the companies large land holdings
is its major potential. We continue to explore possible real estate ventures and
periodically  test the market to move forward should an upturn occur.  Municipal
approval for home sites  adjacent to our ski areas and permits for a golf course
are in place.
         The key to our growth and success  has been the upbeat  attitude of our
employees.  I would like to thank them for their hard work and dedicated efforts
throughout the year.

Gary A. Smith
President
Blakeslee, Pennsylvania
June 18, 1999
<PAGE>17
<TABLE>
<CAPTION>
<S>                                         <C>               <C>
BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES AND
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED BALANCE SHEETS
March 31, 1999 and 1998
ASSETS                                              1999              1998
Current Assets:
  Cash and cash equivalents (all funds are
   Interest bearing)                           2,707,188        $2,799,777
      Accounts receivable                        559,678           594,856
   Refundable income taxes                             0             8,614
   Inventories                                   283,946           221,210
   Prepaid expenses and other current assets     674,448           485,513
     Total current assets                      4,225,260         4,109,970
 Other non-current assets                         36,797            36,797
Properties:
Land, principally unimproved (19,875
 and 19,877, respectively, acres per
 land ledger)                                  1,867,655        1,867,738
 Land improvements, buildings and equipment   50,533,623       48,907,191
                                              52,401,278       50,774,929
Less accumulated depreciation & amortization  32,855,580       30,977,716
                                              19,545,698       19,797,213
                                             $23,807,755      $23,943,980

LIABILITIES AND SHAREHOLDERS' EQUITY                1999             1998
Current liabilities:
Current installments of long-term debt           461,609       $  457,503
Accounts and other payables                      861,740          436,941
Accrued claims                                    68,943           78,423
Accrued income taxes                             168,517          267,885
Accrued liabilities                            1,005,919          923,949
Deferred revenue                                 328,207          236,598
 Total current liabilities                     2,894,935        2,401,299
Long-term debt, less current installments      8,338,296        8,833,406
Deferred income taxes                          2,208,852        2,295,417
Commitments and contingencies
Combined  shareholders'  equity:
 Capital stock, without par value, stated
 value $.30 per combined share, Blue Ridge
 and Big Boulder each authorized 3,000,000
 shares, each issued 2,198,148 shares             659,444          659,444
Capital in excess of stated value              1,461,748        1,461,748
Earnings retained in the business              9,782,983        9,629,902
                                              11,904,175       11,751,094
Less cost of 225,190 and 206,134 shares of
capital stock in treasury as of March 31,
1999 and 1998, respectively                    1,538,503        1,337,236
                                              10,365,672       10,413,858
                                             $23,807,755      $23,943,980

The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.
</TABLE>
<PAGE>18

<TABLE>
<CAPTION>

BLUE RIDGE REAL ESTATE COMAPNY AND SUBSIDIARIES AND
BIG BOULDER  CORPORATION AND SUBSIDIARIES
COMBINED STATEMENTS OF OPERATIONS AND EARNINGS RETAINED IN THE BUSINESS
for the years ended March 31, 1999,1998 & the 10 months ended March 31, 1997,
<S>                                    <C>            <C>           <C>

                                            1999           1998         1997
Revenues:
         Ski operations                  $11,124,018   $12,298,893  $11,251,882
         Real estate management            4,926,533     4,610,779    3,367,627
         Rental income                     1,736,929     1,746,323    1,418,491
                                          17,787,480    18,655,995   16,038,000
Costs and expenses:
         Ski operations                   11,293,011    11,395,132    9,778,443
         Real estate management            4,230,279     3,941,009    3,164,328
         Rental income                       868,536       826,504      768,565
         General and administration        1,064,167     1,068,163      893,485
                                          17,455,993    17,230,808   14,604,821
         Income from operations              331,48      1,425,187    1,433,179

Other income (expense):
         Interest and other income            81,288       131,397       57,067
         Interest expense                   (698,913)     (818,994)    (748,531)
                                            (617,625)     (687,597)    (691,464)

         Income (loss)before income taxes
         & extraordinary item               (286,138)      737,590      741,715

Provision(credit)for income taxes:
         Current                             (11,173)      248,927      234,528
         Deferred                            (86,564)       94,070       20,381
                                             (97,737)      342,997      254,909
Income (loss) before extraordinary item     (188,401)      394,593      486,806

Extraordinary income (net of tax of
          $72,162)                           341,482             0            0

Net income                                   153,081       394,593      486,806

Earnings retained in business:
         Beginning of year                 9,629,902     9,235,309    8,748,503
         End of year                      $9,782,983    $9,629,902   $9,235,309

Basic earnings per weighted average combined share:
     Before extraordinary item                ($0.09)        $0.20        $0.24
     Extraordinary item                         0.17         $0.00        $0.00
     Net Income                                $0.08         $0.20        $0.24

Diluted earnings per weighted average combined share:
     Before extraordinary item                ($0.09)        $0.20        $0.24
     Extraordinary item                        $0.17         $0.00        $0.00
     Net Income                                $0.08         $0.20        $0.24
The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.
<PAGE>19
</TABLE>

BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES AND
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED STATEMENTS OF CASH FLOWS For the years ended March 31, 1999, 1998 &
 the 10 months ended March 31, 1997.
<TABLE>
<CAPTION>
<S>                                      <C>            <C>         <C>
                                               1999         1998        1997
Cash Flows From Operating Activities:
 Net income                                 $153,081      $394,593     $486,806
 Adjustments to reconcile net income
   to net cash provided by
   operating activities:
 Extraordinary item                         (341,482)            0            0
 Depreciation and Amortization             2,003,891     2,059,274    1,928,651
 Deferred income taxes                       (86,564)       94,070       20,381
 Deferred revenue                             91,609        44,042     (100,539)
 Gain on sale of assets                       (4,930)      (33,746)           0
 Changes in operating assets and
   liabilities:
   Accounts receivable                         35,178     (164,228)     (85,561)
   Refundable income taxes                      8,614       14,532      (23,146)
   Prepaid expenses & other current assets   (251,671)     166,428       17,027
   Accounts payable & accrued liabilities     497,289       47,746         (477)
   Accrued income taxes                       (99,368)     129,319       79,468
Net cash provided by operating  activities  2,005,647    2,752,028    2,322,610
Cash Flows From (used in)
Investing Activities:
   Marketable securities                            0       303,096      (9,508)
   Collection of mortgage receivable                0             0       2,479
   Other non-current assets                         0             0      34,500
   Contributed assets-sewer line construction 341,482             0           0
   Proceeds from disposition of assets         16,150        33,773       4,200
   Additions to properties                 (1,763,597)   (1,804,696) (2,313,407)
Cash(used in)investing activities          (1,405,965)   (1,467,827) (2,281,736)
Cash Flows From (used in) Financing
Activities:
   Additions to long-term debt                      0     5,331,999      649,985
   Borrowings under short-term financing    1,950,000     2,000,000    1,500,000
   Payment of short-term financing         (1,950,000)   (2,000,000)  (1,500,000)
   Payment of long-term debt                 (491,004)   (5,819,521)    (565,721)
   Purchase of treasury stock                (201,267)      (81,003)           0
Net cash provided by (used in)financing
   activities                                (692,271)     (568,525)      84,264
Net increase (decrease) in cash & cash
   equivalents                                (92,589)      715,676      125,138
Cash & cash equivalents, beginning of year  2,799,777     2,084,101    1,958,963
Cash & cash equivalents, end of year       $2,707,188    $2,799,777   $2,084,101
Supplemental disclosures of cash flow
information:
Cash paid during year for:
Interest                                     $714,107      $826,330     $726,430
Income taxes                                 $214,100      $141,898     $207,300
The accompanying notes are an integral part of the combined financial
statements.
</TABLE>
<PAGE>20

NOTES TO COMBINED FINANCIAL STATEMENTS
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF COMBINATION:
     The combined  financial  statements include the accounts of Blue Ridge Real
 Estate Company (Blue Ridge) and its wholly-owned subsidiaries,
Northeast Land Company,  Jack Frost Mountain Company,  and BRRE Holdings,  Inc.;
and Big Boulder  Corporation  (Big Boulder) and its  wholly-owned  subsidiaries,
Lake  Mountain  Company  and BBC  Holdings,  Inc.  Under a Security  Combination
Agreement  between  Blue  Ridge and Big  Boulder  and  under the  bylaws of both
Companies,  shares of the  Companies  are  combined in unit  certificates,  each
certificate  representing  concurrent  ownership of the same number of shares of
each company;  shares of each company may be  transferred  only together with an
equal  number  of  shares of the other  company.  All  significant  intercompany
accounts and transactions are eliminated.
DISPOSITION OF LAND AND RESORT HOMES:
     The  Companies  recognize  income  on the  disposition  of real  estate  in
accordance  with the provisions of Statement of Financial  Accounting  Standards
No. 66,  "Accounting  for Sales of Real Estate" (SFAS 66). Down payments of less
than 20% are accounted for as deposits as required by SFAS No 66.
     The costs of  developing  land for resale as resort  homes and the costs of
constructing  certain related amenities are allocated to the specific parcels to
which the costs relate.  Such costs, as well as the costs of construction of the
resort homes, are charged to operations as sales occur. Land held for resale and
resort  homes  under  construction  are  stated  at  lower  of cost  or  market.
PROPERTIES AND DEPRECIATION:
     Properties are stated at cost.  Depreciation is provided  principally using
the straight-line method over the following years:

                                 Land improvements                    10-30
                                     Buildings                         3-30
                                     Equipment and furnishings         3-20
                                 Ski facilities:
                                     Land improvements                10-30
                                     Buildings                         5-30
                                     Machinery and equipment           5-20
      Upon sale or  retirement  of  depreciable  property,  the cost and related
accumulated  depreciation are removed from the related  accounts,  and resulting
gains or losses are reflected in income.
      Interest,  real estate taxes, and insurance  costs,  including those costs
associated  with holding  unimproved  land,  are normally  charged to expense as
incurred.   Interest  cost  incurred   during   construction  of  facilities  is
capitalized as part of the cost of such facilities.  Maintenance and repairs are
charged to expense,  and major  renewals and  betterments  are added to property
accounts.
      Impairment   losses  are  recognized  in  operating  income  as  they  are
determined.  The Companies  periodically  review their property and equipment to
determine if its  carrying  cost will be recovered  from future  operating  cash
flows.
<PAGE>21
In cases when the Companies do not expect to recover their carrying cost,
the Companies recognize an impairment loss.  No such losses were recognized
in the three periods ended March 31, 1999.
INVENTORIES:
      Inventories  consist of food,  beverage,  and retail  merchandise  and are
stated  at cost  which  approximates  market,  with  cost  determined  using the
first-in, first-out method.
PENSIONS:
      The Companies are parties to a  non-contributory  defined  benefit pension
plan covering all permanent  employees who meet certain  requirements  as to age
and  length of  employment.  Pension  benefits  vest after five years of vesting
service and are based on the participant's earnings in the 60 consecutive months
during the last ten years of  employment  in which  earnings are  highest.  Plan
assets consist primarily of U.S.  Government Notes, common stocks and short-term
investments.
      Pension  expense is computed  under the projected unit credit method which
spreads  past service  costs over the average  future  service  lives of covered
employees.  The Companies' policy is to fund pension contributions in accordance
with statutory requirements.
INVESTMENTS:
      The Companies have an investment in Commercial  Paper which is liquid on a
daily basis, and is classified as a cash equivalent.
DEFERRED REVENUE:
      Deferred revenues include revenues billed in advance for services and dues
which are not yet earned.
INCOME TAXES:
      The Companies  account for income taxes  utilizing the asset and liability
method  of  recognizing  the tax  consequence  of  transactions  that  have been
recognized for financial  reporting or income tax purposes.  Among other things,
this method requires  current  recognition of the effect of changes in statutory
tax rates on  previously  provided  deferred  taxes.  Valuation  allowances  are
established,  when necessary,  to reduce tax assets to the amount expected to be
realized. Blue Ridge, including its subsidiaries, and Big Boulder, including its
subsidiaries, report as separate entities for federal income tax purposes. State
income  taxes are reported on a separate  company  basis.
USE OF ESTIMATES  AND ASSUMPTIONS:
      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual results could differ from those estimates.
FAIR VALUE:
      The Companies have estimated the fair value of their financial instruments
at March 31, 1999 as follows:  The carrying values of cash and cash equivalents,
accounts  receivable,  accounts  payable and  accrued  expenses  are  reasonable
estimates of their fair values.  The carrying  values of variable and fixed rate
debt are  reasonable  estimates of their fair values  based on their  discounted
cash flows at discount rates currently  available to the Companies for debt with
similar terms and remaining maturities.

<PAGE>22
STATEMENT OF CASH FLOWS:
For purposes of reporting cash flows, the Companies consider cash equivalents to
be all highly liquid  investments  with  maturities of three months or less when
acquired.
CONCENTRATION OF CREDIT RISK:
      Financial instruments which potentially subject the Companies to
concentration of credit risk consist principally of temporary cash
investments.  The Companies' temporary cash investments are held by
financial institutions.  The Companies have not experienced any losses
related to these investments.
RECLASSIFICATION
          Certain  reclassifications  have been made to conform to current  year
presentation.

2.  CHANGE IN FISCAL REPORTING PERIOD
      At the July 24, 1996 Board of Directors  meetings,  a change in the fiscal
year-end was approved from May 31 to March 31. This change is effective for each
of the Companies' 1997 Fiscal years. The purpose is to have the fiscal reporting
period  coincide with the  operating  periods of the  Companies.  The results of
operations from the comparable 10 month periods are as follows:
                               (UNAUDITED)    (UNAUDITED)
                                  3/31/99        3/31/98       3/31/97
          Revenues             16,871,433     17,686,316    16,038,000
          Operating Income        416,031      1,437,240     1,433,179
          Income Taxes           ( 18,902)       396,947       254,909
          Net Income              271,333        475,518       486,806

3.  SALE OF LAND:
    The Companies sold land in Fiscal 1999 for cash consideration of $8,000.
<TABLE>
<CAPTION>
<PAGE>23
4.  CONDENSED FINANCIAL INFORMATION:
     Condensed financial information of the constituent Companies, Blue Ridge
and its subsidiaries and Big Boulder and its subsidiaries, at March 31, 1999,
1998 and 1997 and for each of the periods then ended is as follows:
                                   BLUE RIDGE AND SUBSIDIARIES
                                     12 Mos        12 Mos           10 Mos
-S>                            <C>            <C>            <C>
                                      Ended         Ended            Ended
                                    3/31/99       3/31/98          3/31/97
FINANCIAL POSITION:
Current assets                   $1,839,683    $1,902,941       $1,894,928
Total assets                     16,096,555    15,896,492       16,066,800
Current liabilities               2,403,281     1,864,255        1,723,363
Shareholders'equity               4,617,148     4,699,630        4,796,387
OPERATIONS:
Revenues                         11,468,148    10,914,914        8,880,248
Income(loss)before taxes
 & extraordinary item              (350,493)       94,741           66,225
Provision(credit)for
 income taxes                      (127,795)      110,495           34,472
Extraordinary item                  341,482
Net income (loss)                   118,784       (15,754)          31,753

                                   BIG BOULDER AND SUBSIDIARIES
--------------------------------------------------------------------------------
                                     12 mos        12 mos           10 mos
--------------------------------------------------------------------------------
                                     Ended        Ended            Ended
                                    3/31/99       3/31/98          3/31/97
FINANCIAL POSITION:
Current assets                   $2,385,577    $2,207,029       $1,819,194
Total assets                      7,711,200     8,047,488        7,735,937
Current liabilities                 491,654       537,044          531,840
Shareholders'equity               5,748,524     5,714,228        5,303,881
OPERATIONS:
Revenues                          6,319,332     7,741,081        7,157,752
Income(loss)before taxes
 & extraordinary item                64,355       642,849          675,490
Provision(credit)for
 income taxes                        30,058       232,502          220,437
Extraordinary item                        0
Net income (loss)                    34,297       410,347          455,053

5.SHORT-TERM FINANCING:
     At March 31, 1999, Blue Ridge had an unused line of credit aggregating
$2,000,000 available for short-term financing, expiring August 31, 1999, which
management expects to be renewed. The line of credit bears interest at .25% less
than the prime rate.
</TABLE>
<PAGE>24
<TABLE>
<CAPTION>
6. LONG-TERM DEBT:
Long-term debt as of March 31, 1999 and 1998 consists of the following:
<S>                                               <C>              <C>

                                                       1999               1998
Mortgage note payable to bank, interest is LIBOR
 plus 145 basis points (7.125%),
payable  August 31, 1999.  Interest is payable in
 monthly  installments  through August 1999.
 Refinancing of this loan is in process at
 March 31, 1999                                      $5,298,499      $5,331,999

Mortgage note payable to bank, interest at 80%
of the bank's prime rate (6.2% at
March 31, 1999) payable in monthly installments
of $24,187 through Fiscal 2005                        1,862,414       2,152,660

Mortgage note payable to insurance company,
interest fixed at 10.5% payable in monthly
installments of $15,351 including interest
through Fiscal 2014                                   1,379,007       1,416,265

Mortgage  note payable to bank,  interest at
 7% payable  monthly with  principle
reduction at $32,500 per month December to
March through 2001                                      259,985         389,985
                                                      8,799,905       9,290,909
Less current installments                               461,609         457,503
                                                     $8,338,296       8,833,406
</TABLE>

Properties at cost,  which have been pledged as collateral  for long-term  debt,
include the following at March 31, 1999:
 Investment properties leased to others                              7,632,441
 Ski facilities                                                     18,276,882

The aggregate amount of long-term debt maturing in each of the years ending
subsequent to March 31, 1999, is as follows: 2000-$461,609; 2001-$5,764,651;
2002-$341,228; 2003-$346,847; 2004-$353,085
<PAGE>25
7.  INCOME TAXES:
    The provision (credit) for income taxes is as follows:
<TABLE>
<CAPTION>
<S>                                <C>              <C>              <C>

                                         1999            1998              1997
Currently payable (receivable):
   Federal                          ($13,781)        $246,896          $234,528
   State                               2,608            2,031                 0
                                     (11,173)         248,927           234,528
Deferred:
   Federal                           (86,564)          94,070            20,381
   State                                   0                0                 0
                                     (86,564)          94,070            20,381
                                    ($97,737)         342,997          $254,909
A reconciliation between the amount computed using the statutory federal income
tax rate and the provision (credit) for income taxes is as follows:
                                         1999            1998              1997
Computed at statutory rate          ($97,287)        $248,272          $253,060
State net operating losses
subject to valuation allowance             0           27,311                 0
State income taxes, net of federal
 income tax                            1,721            1,341                 0
Other                                  5,228                0             1,849
AMT (utilization) tax                 (7,399)          66,073                 0
Provision(credit)for income taxes   ($97,737)        $342,997          $254,909

The  components of the deferred tax assets and  liabilities as of March 31, 1999
and 1998 are as follows:
                                                         1999              1998
Gross deferred tax asset:
 Accrued expenses                                     $74,897           $73,124
 Net operating loss and AMT
credit carryforward                                   563,948           464,467
 Contribution carryforward                              1,384                 0
                                                      640,229           537,591
 Less valuation allowance                            (170,702)          (78,620)
                                                      469,527           458,971
Gross deferred tax liability:
 Depreciation                                      (2,678,379)       (2,754,388)
                                                   (2,678,379)       (2,754,388)
 Net deferred tax liability                       ($2,208,852)      ($2,295,417)
<PAGE>26
At March 31, 1999, the Companies have $393,246 of Alternative  Minimum Tax (AMT)
credit  carryforward  available to reduce future federal  income taxes.  The AMT
credit has no expiration date. For state income tax purposes, the Companies have
available state net operating loss  carryforwards  of $2,588,982  which start to
expire in Fiscal 1999.  The  valuation  allowance  increased  by $92,082  during
Fiscal 1999 due to additional  state net operating losses which are not expected
to be utilized.

8.  PENSION PLAN:
ASSUMPTIONS                                       1999           1998     1997
Discount Rates used to determine projected
benefit obligations as of March 31,               6.75%          7.00%    7.50%
Expected long-term rate of return on assets       8.50%          8.50%    7.50%
Rates of increase in compensation levels          5.00%          5.00%    5.00%

CHANGE IN BENEFIT OBLIGATION                       1999          1998
Benefit obligation                           $2,708,402    $2,262,900
Service cost(net of expenses)                   184,417       209,791
Interest cost                                   186,169       170,907
Plan amendments                                       0             0
Actuarial loss                                  161,653       208,242
Benefit payments                               (138,539)     (143,438)
Benefit obligation at end of year            $3,102,102    $2,708,402

CHANGE IN PLAN ASSETS                              1999          1998
Fair value of plan assets at
 beginning of year                           $3,070,947    $2,633,321
Actual return on plan assets                    243,655       649,694
Employer contributions                                0             0
Benefits paid                                  (138,539)     (143,438)
Actual expenses paid during the year            (30,333)      (68,630)
Fair value of plan assets at end of year     $3,145,730    $3,070,947

RECONCILIATION OF FUNDED STATUS OF THE PLAN        1999          1998
Funded status at end of year                    $43,628      $362,545
Unrecognized transition obligation              120,132       128,612
Unrecognized net prior service cost              10,492        11,103
Unrecognized net actuarial gain                (501,089)     (663,593)
Net amount recognized at end of year          ($326,837)     $161,333)

COMPONENTS OF NET PERIODIC BENEFIT COST            1999         1998       1997
Service Cost                                   $240,717       177,661   124,044
Interest Cost                                   186,169       170,907   137,314
Expected return of plan assets                  250,562       194,539   151,500

Net amortization and deferral:
  Amortization of transition obligation           8,480         8,480     7,067
  Amortization of prior service cost                611           611       509
  Amortization of accumulated gain              (19,911)      (12,463)  (11,082)
  Net amortization and deferral                ($10,820)      ($3,372)  ($3,506)
Total net periodic pension cost                $165,504      $150,657  $106,352
</TABLE>
<PAGE>27
<TABLE>
<CAPTION>
<S>                                       <C>            <C>
9.  PROPERTIES:
Properties consist of the following at March 31, 1999 and 1998:
                                                 1999              1998
Land, principally unimproved                 $1,867,655      $1,867,738
Land improvements                             3,867,885       3,705,080
Corporate buildings                             470,907         441,072
Buildings leased to others                   10,035,091       9,913,509
Ski facilities:
 Land                                             4,552           4,552
 Land improvements                            7,107,257       6,879,932
 Buildings                                    7,405,053       7,054,009
Machinery & equipment                        19,267,786      18,820,426
Equipment & furnishings                       2,363,092       2,088,611
                                             52,401,278      50,774,929
Less accumulated depreciation                32,855,580      30,977,716
                                            $19,545,698     $19,797,213

Buildings leased to others include land of $1,056,700 at March 31, 1999, 1998
and 1997.

10.  LEASES:
     The Companies are lessors under various  operating lease agreements for the
rental of land, land  improvements and investment  properties  leased to others.
Rents are reported as income over the terms of the leases as they are earned.  A
shopping  center is leased to various tenants for renewable terms averaging 4.00
years with options for renewal.  A store has been net leased until January 2014.
Information  concerning  rental  properties  and minimum  future  rentals  under
current leases (excluding renewal options) as of March 31, 1999, is as follows:
                                    Properties Subject To Lease
<PAGE>28
                                                        Accumulated
                                         Cost           Depreciation
Investment properties leased to
   others                               $7,857,441         $3,135,005
Land and land improvements               3,956,078          1,163,807
Minimum future rentals:
 Fiscal years ending March 31:    2000   1,682,982
                                  2001   1,294,049
                                  2002   1,111,790
                                  2003     939,435
                                  2004     839,413
                            Thereafter   7,751,554*
                                       $13,619,223
</TABLE>

*Includes  $1,443,750 under a land lease expiring in 2072 and $1,898,870 under a
net  lease  for a store  expiring  in 2014.  There  were no  contingent  rentals
included in income for Fiscal 1999, 1998 or 1997.

11.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
     The results of  operations  for each of the  quarters in the last two years
are presented below.
<TABLE>
<CAPTION>
<S>               <C>          <C>             <C>              <C>
                                                           Earnings (Loss)
                                   Income(loss)               Per Weighted
                     Operating      from         Net          Avg. Combined
       Quarter       Revenues   Operations    Income(Loss)        Share
         1999
          1st       $1,463,539   ($121,966)      ($152,464)        ($0.08)
          2nd        2,500,389     558,192         365,807           0.18
          3rd        3,354,271    (324,569)       (215,487)         (0.11)
          4th       10,469,281     219,830         155,225           0.09
                   $17,787,480    $331,487        $153,081          $0.08
         1998
          1st       $1,502,232     $(2,143)      $(131,615)        ($0.07)
          2nd        2,171,126     401,752         144,160           0.07
          3rd        3,895,877    (342,831)       (297,388)         (0.15)
          4th       11,086,760   1,368,409         679,436           0.35
                   $18,655,995  $1,425,187        $394,593          $0.20
</TABLE>
<PAGE>29
     The quarterly  results of operations for 1999 and 1998 reflect the cyclical
nature of the  Companies'  business  since (1) the Companies' two ski facilities
operate  principally  during the months of December  through  March and (2) land
dispositions  occur sporadically and do not follow any pattern during the fiscal
year. Costs and expenses,  net of revenues  received in advance  attributable to
the ski  facilities for the months of April through  November,  are deferred and
recognized  as revenue  and  operating  expenses,  ratably,  over the  operating
period.

12.  BUSINESS SEGMENT INFORMATION:
     The following  information  is presented in  accordance  with SFAS No.131,
"Disclosures  about  Segments  of an  Enterprise  and Related  Information." In
accordance with SFAS No. 131, the Companies'  business  segments were determined
from the Companies' internal  organization and management  reporting,  which are
based primarily on differences in services.
     The  Companies  and the  subsidiaries,  under SFAS  No.131,  operate in two
business segments consisting of the following:
     SKI OPERATIONS:
     Two ski areas located in the Pocono Mountains of Northeastern
Pennsylvania.
     REAL ESTATE MANAGEMENT/RENTAL OPERATIONS:
     Investment  properties leased to others located in Eastern Pennsylvania and
South Carolina, fees from managing investor-owned properties, principally resort
homes,  recreational  club  activities  and  services to the trusts that operate
resort communities,  sales of land held for resale and investment purposes,  and
rental of land and land improvements.

     Income or loss for each segment  represents  total  revenue less  operating
expenses.  General and  administrative  expenses,  other  income,  and  interest
expense are allocated to each  Business  segment based on percentage of revenue.
Identifiable  assets  are those  utilized  in the  operation  of the  respective
segments; corporate assets consist principally of cash and non-revenue producing
properties held for investment purposes.
<TABLE>
<CAPTION>
<S>                               <C>          <C>             <C>

                                       12 Months    12 Months     10 Months
                                         Ended        Ended         Ended
                                       3/31/99      03/31/98       03/31/97
Revenues:
 Ski operations                    $11,124,018   $12,298,893    $11,251,882
 Real estate management/
  Rental operations                  6,663,462     6,357,102      4,786,118
                                   $17,787,480   $18,655,995    $16,038,000
<PAGE>30
Income:(loss)
 Ski operations                      ($168,993)    $ 903,761     $1,473,439
 Real estate management/
 Rental operations                   1,564,647     1,589,589        853,225
                                    $1,395,654    $2,493,350     $2,326,664

General & administrative expenses:
 Ski Operations                      ($670,425)    ($672,943)     ($562,896)
 Real estate management/
 Rental operations                    (393,742)     (395,220)      (330,589)
                                    (1,064,167)  ($1,068,163)     ($893,485)

Interest and other income:
Ski Operations                         $51,211      $ 82,780        $35,952
Real estate management/
Rental operations                       30,077        48,617         21,115
                                       $81,288      $131,397        $57,067
Interest Expense:
 Ski Operations                      ($440,315)    ($515,966)      (471,575)
 Real estate management/
 Rental operations                    (258,598)     (303,028)      (276,956)
                                     ($698,913)    ($818,994)     ($748,531)

    Income (loss) before income
    taxes and extraordinary item     ($286,138)   $  737,590       $741,715
    Extraordinary item (net of tax)   $341,482            $0             $0

    In Fiscal 1999,  1998 and 1997, no one customer  represented  10% or more of
total revenues.

     Identifiable assets, net of accumulated depreciation at March 31, 1999,
1998 and 1997 and  depreciation  expense and capital  expenditures for the years
then ended by Business segment are as follows:

                                   Identifiable    Depreciation       Capital
      1999                               Assets      Expense        Expenditure
Ski Operations                      $11,622,619    $1,485,975       $1,249,973
Real Estate Management/Rental
 Operations                           9,858,387       419,891          321,087
Other Corporate                       2,326,749        98,025          192,537
                       Total        $23,807,755    $2,003,891       $1,763,597

      1998
Ski Operations                      $12,203,047    $1,417,719        $1,382,580
Real Estate Management/Rental
 Operations                          $9,730,578       449,728           181,369
Other Corporate                       2,010,355       191,825           240,747
                       Total        $23,943,980    $2,059,272        $1,804,696

     1997
Ski Operations                      $10,364,590    $1,304,906        $2,091,557
Real Estate Management/Rental
 Operations                          10,937,749       357,691           187,431
Other Corporate                       2,500,398       266,054            34,419
                       Total        $23,802,737    $1,928,651        $2,313,407
</TABLE>

<PAGE>31
13  CONTINGENT LIABILITIES AND COMMITMENTS:
     The Companies are party to various  legal  proceedings  incidental to their
business.  Certain claims,  suits, and complaints arising in the ordinary course
of business have been filed or are possible of assertion  against the Companies.
In the opinion of management,  all such matters are without merit or are of such
kind, or involve such amounts,  that are not expected to have a material  effect
on the combined financial position or results of operations of the Companies.
     Blue Ridge has  pledged  approximately  20 acres of its  leased  land (cost
$144,786) to serve as collateral,  together with the lessee's land improvements,
for the lessee's  mortgage  loan which  amounts to  approximately  $1,300,000 at
March 31, 1999.

14.      STOCK OPTIONS AND CAPITAL STOCK:
       The Board of Directors has  authorized  the  repurchase of the Companies'
common stock in the open market from time to time. As of March 31, 1999, 225,190
shares have been  repurchased.  In Fiscal 1999 19,056  shares were  repurchased.
Twelve  thousand  shares  were  repurchased  in Fiscal  1998 and no shares  were
repurchased in Fiscal 1997.
          In Fiscal 1998, the Chairman of the Board of the Companies was granted
options for 35,000 shares of the Companies' common stock at $6.75 per share.
Ten thousand options were granted in 1993 and 25,000 in July 1997. The options
expire July 1, 2003.
The option price of $6.75 was equal to the market value on the dates of grant.
     The Companies apply Accounting  Principles Board Opinion 25 and the related
interpretations in accounting for the options. Accordingly, no compensation cost
has been recognized in the financial  statements relative to these options.  Had
compensation  cost for the Companies'  options been  determined  consistent with
Financial  Accounting  Standards  Board  Statement No. 123, the  Companies'  net
income and earnings  per share would have been  reduced to the proforma  amounts
indicated below, based on the following assumptions:
     The fair value of the 1998 option  grant is  estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions for 1998:  dividend yield of 0%; expected  volatility of 37.8%; risk
free interest rate of 6.4%, and expected life of 6 years.
                                       1998
Net Income:
  As reported                      $394,593
  Pro Forma                        $340,879
Basic earnings per share:
  As reported                         $0.20
  Pro Forma                           $0.17
Diluted earnings per share:
  As reported                         $0.20
  Pro Forma                           $0.17
<PAGE>32
Option  activity  during the periods  ended March 31, 1999,  1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
<S>                                 <C>              <C>              <C>
                                       1999             1998             1997
                                     Exercise         Exercise         Exercise
                             Shares   Price   Shares   Price   Shares   Price

Outstanding at beginning
      of year:               35,000   $6.75   10,000   $6.75   10,000   $6.75
Granted                           -       -   25,000   $6.75        -       -
Exercised                         -       -        -       -        -       -
Canceled                          -       -        -       -        -       -
Outstanding at end of year   35,000   $6.75   35,000   $6.75   10,000    $6.75

Options exercisable at
      year-end               35,000   $6.75   35,000   $6.75   10,000    $6.75

Option price range            $6.75            $6.75            $6.75

Weighted average fair value
of options granted during year        $  -             $3.26             $  -

All 35,000  options  outstanding  are  exercisable at $6.75 per share and have a
remaining contractual life of 4.25 years.

15.  EXTRAORDINARY ITEM:
     The Companies have contracted The Pennsylvania Department of Transportation
to build a 2 mile  sewer  line  from the Jack  Frost  treatment  plant to a rest
station on Interstate  80. The project began in September  1998 and is scheduled
for completion in September 1999. Due to the unusual nature of this  transaction
and the unlikeliness of another such event during the foreseeable  future,  this
project has been classified as an extraordinary item.
    The total estimated  budget for the project is  approximately  $841,832
plus any tax  consequence.  As of March 31, 1999 the Companies have recognized a
net extraordinary item as follows:

                                    Gross Income               $413,644
                                    Taxes (Deferred)            (72,162)
                                    Net Extraordinary Income   $341,482
<PAGE>33
16.  PER SHARE DATA:
Earnings per share and computed as follows:
                                   Year          Year                10 Months
                                   Ended         Ended               Ended
                                   3/31/99       3/31/98             3/31/97

Net Earnings                      $153,081      $394,593            $486,806
Weighted average combined
shares of common stock out-
standing used to compute basic
earnings per combined
common share                     1,980,706     1,993,014           2,004,014
Additional  combined  common
 shares to be  issued  assuming
 exercise  of stock options,
 net of combined shares assumed
re-acquired                         12,346         8,029                  --

Combined shares used to compute
dilutive effect of stock
option                           1,993,052     2,001,043           2,004,014

Basic earnings per combined
common share                        $0.08          $0.20               $0.24
Diluted earnings per combined
common share                        $0.08          $0.20               $0.24

<PAGE>34
REPORT OF  INDEPENDENT  ACCOUNTANTS  To  Shareholders  of Blue Ridge Real Estate
Company and Big Boulder Corporation:

In our  opinion,  the  accompanying  combined  balance  sheets  and the  related
combined statements of operations and earnings retained in the business and cash
flows present fairly, in all material  respects,  the financial position of Blue
Ridge Real Estate  Company and  subsidiaries  and Big  Boulder  Corporation  and
subsidiaries  (the  "Companies")  at March 31, 1999 and 1998, and the results of
their  operations  and their cash flows for the years  ended  March 31, 1999 and
1998 and the ten months  ended March 31,  1997,  in  conformity  with  generally
accepted   accounting   principals.   These   financial   statements   are   the
responsibility of the Companies' management; our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  statements  in  accordance  with  generally  accepted  auditing
standards which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and  disclosures  in the  financial  statements.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

PricewaterhouseCoopers LLP
June 4, 1999

PRICE RANGE OF COMMON SHARES AND DIVIDEND INFORMATION

     Prior to May 4, 1993,  Blue  Ridge  Real  Estate  Company  and Big  Boulder
Corporation  common  shares were listed and traded as unit  certificates  on the
Over-the-Counter  market and were quoted on the NASDAQ  National  Market  System
(Symbol:  BLRGZ).  Effective May 4, 1993,  the Companies  decided to discontinue
their listing with NASDAQ. Subsequent to May 4, 1993, the Companies are aware of
limited trades in their common stock; however,  Management does not believe such
limited activity constitutes an established public trading market.

     The  following  sets  forth  the high  asked and low  price  quotations  as
reported on the  monthly  statistical  reports of the  National  Association  of
Securities Dealers,  Inc. for Fiscal Years 1999 and 1998. No dividends were paid
on common stock in either Fiscal Year.
<PAGE>35
                  FISCAL YEAR                   HIGH        LOW
                         1999                  ASKED        BID
                First Quarter                 12.375     10.500
               Second Quarter                 12.375     10.375
                Third Quarter                 11.250      9.000
               Fourth Quarter                 10.500      9.375


                  FISCAL YEAR                   HIGH        LOW
                         1998                  ASKED        BID
                First Quarter                  7.000      6.625
               Second Quarter                 18.000     11.000
                Third Quarter                 13.500     11.250
               Fourth Quarter                 11.750     11.250

</TABLE>

     The reported  quotations  represent prices between dealers,  do not reflect
retail  mark-ups,  mark-downs or commissions  and do not  necessarily  represent
actual transactions. The approximate number of holders of record of common stock
on March 31, 1999 and 1998 were 659 and 687, respectively.


BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
AND BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED SUMMARY OF SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
<S>                                 <C>          <C>          <C>

                                            1999         1998         1997
Revenues                             $17,787,480  $18,655,995  $16,038,000
Net income(loss)                         153,081      394,593      486,806
Net income(loss)per combined share         $0.08        $0.20        $0.24
Cash dividends per combined share              0            0            0
Weighted average number of
 combined shares outstanding           1,980,706    1,993,014    2,004,014
Total assets                          23,807,755   23,943,980   23,802,737
Long-term debt                         8,799,905    9,290,909    9,778,431
Shareholders' equity                  10,365,672   10,413,858   10,100,268

                                                        1996          1995
Revenues                                         $15,308,986   $12,244,490
Net income(loss)                                      42,263      (435,738)
Net income(loss)per combined share                     $0.02        $(.21)
Cash dividends per combined share                          0            0
Weighted average number of
 combined shares outstanding                       2,004,014     2,029,630
Total assets                                      23,209,690    23,663,671
Long-term debt                                     9,694,167    10,239,166
Shareholders' equity                               9,613,462     9,570,199
</TABLE>
<PAGE>36
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
RESULTS OF OPERATIONS
FISCAL 1999 VERSUS FISCAL 1998
     For Fiscal Year ended March 31, 1999, the Companies  reported net income of
$153,081 or $.08 per combined share as compared with a net income of $394,593 or
$.20 per combined share for Fiscal 1998.
     Combined  revenue of  $17,787,480  represents  a decrease of $868,515 or 5%
when compared to Fiscal 1998.
         Ski Operations  decreased $1,174,875 or 10%, and Real Estate Management
Operations increased $306,360 or 5% when compared to Fiscal 1998.
     The Ski  Operations  had  approximately  257,000  skiers  visit our  slopes
compared to 293,000  skier  visits last  season.  The  decrease of 36,000  skier
visits represents a 12% decrease. Revenue per skier was $27 compared to $28 last
season for a decrease of $1.00 or 2%. Tubing operations had approximately 86,000
tuber visits compared to 92,000 tuber visits last season.  The decrease of 6,000
tuber visits represents a 7% decrease.  Revenue per tuber was $13.95 compared to
$13.27 last season for an increase of $.68 or 5%. The ski areas  operated  for a
combined  total  of 179 days  compared  to 208 days  last  season.  The food and
beverage operation at the ski area contributed revenue of $7.66 per skier visit.
The retail shop operation at the ski area contributed revenue of $2.16 per skier
visit compared to $1.83 the previous season.
     The Real  Estate  Management  Operations  increase is  attributed  to fewer
vacancies in investment  properties,  festival revenues,  leasing commissions in
resort  communities,  fees for  services  provided  to the  Trust of the  resort
communities,  and fishing and hunting  leases.  The  increases  were offset by a
decrease  in  commissions  for  resale  of  homes  in  our  resort  communities.
Disposition  of  properties  occur  sporadically  and do not follow any  pattern
during the fiscal  year.  No major land sales  occurred in Fiscal 1999 or Fiscal
1998.
     Operating costs  associated with Ski Operations  decreased by $102,121 when
compared to Fiscal 1998.  This  decrease is  attributed  to decreased  personnel
costs due to a reduction in the number of operating days.
     Operating costs associated with Real Estate Management Operations increased
by $331,302  when  compared to Fiscal  1998.  This  increase  is  attributed  to
increased  expenses related to summer activities and the investment  properties.
General and Administration  expenses decreased by $3,996 when compared to Fiscal
1998. The decrease is attributable to a decrease in supplies and services.
     Interest  and Other Income  decreased  by $50,109  when  compared to Fiscal
1998.  This  decrease  is  attributable  to a reduction  in disposed  assets and
resulting gains.
     Interest  expense  decreased by $120,081 when compared to Fiscal 1998. This
decrease is attributable to a reduction of debt.
      The  effective  Tax Rate for  Fiscal  1999 and 1998 was  34.2%  and  46.5%
respectively.
<PAGE>37

FISCAL 1998 VERSUS  FISCAL 1997 (FISCAL 1998 IS TWELVE MONTHS AND FISCAL 1997 IS
       TEN MONTHS)
     For Fiscal Year ended March 31, 1998, the Companies  reported net income of
$394,593 or $.20 per combined share as compared with a net income of $486,808 or
$.24 per combined share for Fiscal 1997.
     Combined revenue of $18,655,995 represents an increase of $2,617,995 or 14%
when compared to Fiscal 1997.  Ski  Operations  increased  $1,047,011 or 9%, and
Real Estate Management  Operations  increased $1,570,984 or 25% when compared to
Fiscal 1997. Both Fiscal 1998 and 1997 include a full ski season.
     The Ski  Operations  had  approximately  293,000  skiers  visit our  slopes
compared to 277,000  skier  visits last  season.  The  increase of 16,000  skier
visits represents a 5% increase.  Revenue per skier was $28 compared to $27 last
season for an  increase  of $1.00 or 2%.  Tubing  operations  had  approximately
92,000 tuber visits compared to 97,000 tuber visits last season. The decrease of
5,000  tuber  visits  represents  a 5%  decrease.  Revenue  per tuber was $13.27
compared to $11.32  last  season for an increase of $1.95 or 17%.  The ski areas
operated for a combined total of 208 days compared to 213 days last season.  The
food and beverage  operations at the ski areas contributed  revenue of $7.13 per
skier visit. The retail shop operations at the ski areas contributed  revenue of
$1.83 per skier visit compared to $2.02 the previous season.
     The Real  Estate  Management  Operations  increase is  attributed  to fewer
vacancies in investment  properties,  festival revenues,  leasing commissions in
resort  communities,  fees for  services  provided  to the  Trust of the  resort
communities,  and fishing and hunting  leases.  The  increases  were offset by a
decrease  in  commissions  for  resale  of  homes  in  our  resort  communities.
Disposition  of  properties  occur  sporadically  and do not follow any  pattern
during the fiscal  year.  No major land sales  occurred in Fiscal 1998 or Fiscal
1997.
     Operating costs associated with Ski Operations increased by $1,616,689 when
compared to Fiscal 1997. This increase is attributed to advertising  costs,  and
associated personnel costs.
     Operating costs associated with Real Estate Management Operations increased
by $834,620  when  compared to Fiscal  1997.  This  increase  is  attributed  to
increased  advertising costs, and associated  personnel costs, and an additional
two months of  operations.  General and  Administration  expenses  increased  by
$174,678  when  compared to Fiscal  1997.  The  increase is  attributable  to an
increase in supplies and services and an additional two months of operations.
     Interest  and Other Income  increased  by $74,330  when  compared to Fiscal
1997. This increase is attributable to an additional two months of operations.
     Interest  expense  increased  by  $70,463  compared  to Fiscal  1997.  This
increase is attributable to an additional two months of operations.
      The  effective  Tax Rate  for  Fiscal  1998  and  1997 was 46.5 and  34.4%
respectively.  This increase in effective  rate was due primarily to utilization
of AMT credits and state income tax  benefits  which were subject to a valuation
allowance.


RISKS AND UNCERTAINITIES
     The Companies are aware of the issues associated with computer  programming
code and certain  embedded  computer chips used in computer  systems as the Year
2000  approaches.  Some systems may not be able to distinguish  between the year
2000 and the year 1900. The companies  utilize  personal  computers and software
packages  developed by third party  vendors,  to manage its business.  It has no
internally  developed  software and does not sell any products  that are derived
from internally developed software.
<PAGE>38
   The Companies have determined and are coordinating  the actions  necessary to
provide uninterrupted,  normal operation of business-critical systems. There are
four  stages to the Year  2000  project:  1)  awareness,  2) vendor  assessment,
3)selection of new software, and 4) implementation. The Companies have completed
the  fourth  stage of the  project  plan  except for lift  ticket  sales and ski
equipment  rentals which included  surveying  vendors as to Year 2000 readiness.
The result of the surveys  indicated that critical  business systems and vendors
are or  anticipate  being  Year  2000  compliant  in  all  material  aspects  of
operations.  The companies estimate that the potential impact of problems should
any of the  systems  be  non-compliant  will not have a  significant  impact  on
operations.
         The Companies have cash equivalents which may be exposed to credit risk
to the extent that investment companies are materially adversely affected by the
Year 2000 issue. The results of the Companies'  vendor surveys indicate that all
banks and investment  companies which the Companies currently utilize are in the
process of testing Year 2000 modifications and expect to be compliant before the
end of the year.  It is  anticipated  that any Year 2000  impact  would be short
lived and would not impact the  liquidity of the  Companies  or their  operating
results.
         Based on the review of its systems to date,  management  believes  that
the Year 2000 problem will not pose  significant  operational  problems and that
the total  cost  associated  with the Year 2000  issues  will not have  material
effect on the combined  results of the  Companies.  To date,  the Companies have
determined that it will require nominal  personal  computer  program upgrades to
accommodate Year 2000 issues.
         These estimates and conclusions contain forward-looking  statements and
are based on  management's  best estimates of future events.  Risk to completing
the Year 2000  plan  include  the  availability  of  alternative  software,  the
Companies  ability to discover and correct  potential  Year 2000 problems  which
might have a serious impact on operations,  failure of vendors to complete their
expected Year 2000  compliance,  and  liquidity  issues  surrounding  securities
investments.


LIQUIDITY AND CAPITAL RESOURCES
     The  Combined  Statement  of Cash  flows  reflects  net  cash  provided  by
operating activities of $2,005,647,  $2,752,028,  and $2,322,610 in Fiscal 1999,
1998 and 1997 respectively.
     The major capital investment made in Fiscal 1999 were the construction of a
communication  tower,  an in-house  laundry  facility  and 10 cabins at the Fern
Ridge campground.
     During Fiscal 1999, the Companies borrowed against their $2,000,000 line of
credit  for a period  of five  months  in  varying  amounts  with a  maximum  of
$1,950,000.
     During Fiscal 1998, the Companies borrowed against their $2,000,000 line of
credit  for a period  of five  months  in  varying  amounts  with a  maximum  of
$2,000,000.
     The Companies  have a combined  working  capital of $1,330,325 at March 31,
1999 versus $1,708,671 at March 31, 1998.

MOVING FORWARD

     The  Companies  continue to develop  operation  centers to generate  profit
during the  non-ski  season  with  expansion  at Fern Ridge  Campground  and the
introduction  in Fiscal 1999 of Hub, a mountain  bike center.  Fiscal 2000 plans
include  investments at the ski areas consisting of the East Mountain chair lift
at Jack Frost which will be upgraded to a dual double lift.  This lift  supports
our most  challenging and popular ski slopes.  Each ski area will also receive a
new groomer.
<PAGE>39
BOARD OF DIRECTORS

         Kieran E. Burke
                  Chairman, Chief Executive Officer and Director
                  Premier Parks, Inc.
         Milton Cooper
                  Chairman, Kimco Realty Corporation;
                  Director, Getty Petroleum Corp.;
                  Director, Kimco Realty Corporation
         Michael J. Flynn
                  Chairman of the Board of the Companies;
                  Vice Chairman and Director, Kimco Realty Corporation
         Allen J. Model
                  Private Investor, Model Entities
         Wolfgang Traber
                  Chairman of the Board, Hanseatic Corporation & Co. N.Y.
         The above Directors serve both Companies.

OFFICERS
         Michael J. Flynn
                  Chairman of the Board
         Gary A. Smith
                  President
         Melanie A. Murphy
                  Vice President of Operations
         Eldon D. Dietterick
                  Secretary/Treasurer
         Christine Liebold
                  Assistant Secretary
         Cynthia A. Barron
                  Controller
         The above Officers serve both Companies.

TRANSFER AGENT
         Summit Bank, Hackensack, New Jersey

INDEPENDENT ACCOUNTANTS
         PricewaterhouseCoopers LLP Philadelphia, Pennsylvania
<PAGE>40
NOTICE OF ANNUAL MEETINGS

The Annual  Meetings of  Shareholders  of Blue Ridge Real Estate Company and Big
Boulder Corporation will be announced with mailing of Proxy Material in July.

FORM 10-K AVAILABLE

The Companies will furnish to any  shareholder,  without charge, a copy of their
Fiscal  Year  1999  Annual  Report as filed  with the  Securities  and  Exchange
Commission on Form 10-K.  Written request should be directed to the attention of
the Secretary,  Blue Ridge Real Estate  Company,  P. O. Box 707,  Blakeslee,  PA
18610-0707

CORPORATE PROPERTIES

RESORTS IN THE POCONO MOUNTAINS
         Big Boulder Ski Area
         Jack Frost Mountain
         Fern Ridge Campground
INVESTMENT PROPERTIES
         Dreshertown Plaza Shopping Center
                  Dresher, Montgomery County, Pennsylvania
         Wal-Mart Store, Laurens, South Carolina
         Blue Heron Grille, Lake Harmony, Pennsylvania

LAND HOLDINGS
         Blue Ridge
                  18,843 acres of land, held for investment
         Big Boulder
                  929 acres of land, held for investment
         Northeast Land Company
                  103 acres of land
RECREATIONAL AREAS
         "The Stretch" on the Tunkhannock
         Porter Run Hunting Preserve
         Splatter (Paintball game)
         Wheels, In-Line Skate and Board Park
         Ride, ATV Park
         Hub, Mountain Bike Facility

DOCUMENT>
    [TYPE]                    EX-27
    [ARTICLE]                     5
[CIK]                         0000012779
[NAME]                        BLUE RIDGE REAL ESTATE COMPANY
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                    12-MOS
[FISCAL-YEAR-END]                              MAR-31-1999
[PERIOD-START]                                 APR-01-1998
[PERIOD-END]                                   MAR-31-1999
[CASH]                                           2,707,188
[SECURITIES]                                             0
[RECEIVABLES]                                      559,678
[ALLOWANCES]                                             0
[INVENTORY]                                        283,946
[CURRENT-ASSETS]                                 4,225,260
[PP&E]                                          52,401,278
[DEPRECIATION]                                  32,855,580
[TOTAL-ASSETS]                                  23,807,755
[CURRENT-LIABILITIES]                            2,894,935
[BONDS]                                                  0
[PREFERRED-MANDATORY]                                    0
[PREFERRED]                                              0
[COMMON]                                         1,972,958
[OTHER-SE]                                               0
[TOTAL-LIABILITY-AND-EQUITY]                    23,807,755
[SALES]                                         17,787,480
[TOTAL-REVENUES]                                17,787,480
[CGS]                                                    0
[TOTAL-COSTS]                                   17,455,993
[OTHER-EXPENSES]                                         0
[LOSS-PROVISION]                                         0
[INTEREST-EXPENSE]                                 698,913
[INCOME-PRETAX]                                   (286,138)
[INCOME-TAX]                                       (97,737)
[INCOME-CONTINUING]                                      0
[DISCONTINUED]                                           0
[EXTRAORDINARY]                                    341,482
[CHANGES]                                                0
[NET-INCOME]                                       153,081
[EPS-BASIC]                                          .08
[EPS-DILUTED]                                          .08
</TABLE>