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, 2001
OR
 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
       For the transition 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*

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 requirements for the
past 90 days: Yes _X No___ 1

     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/A 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  15,  2001,  was
$18,222,710.  The  market  value per share is based  upon the per share  cost of
shares as indicated over the counter on March 31, 2001.  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 15, 2001
Common Stock, without par value                  1,918,180 Shares
   stated value $.30 per
   combined share

DOCUMENTS INCORPORATED BY REFERENCE

     Specified portions of the Companies' 2001 Annual Report to Shareholders are
incorporated by reference into Part II hereof.

     Specified  portions of the Companies'  definitive  Proxy  Statement for the
2001 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.


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 18,709 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 rec eives 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 26 full-time employees.
Jack Frost  Mountain  Company,  which operates the Jack Frost Mountain Ski Area,
has 54 full-time  employees and during the skiing season there are approximately
500 additional employees.  Northeast Land Company has 24 full-time employees.

     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  Mountains's  Edge. 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  20  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 11 to
the Registrants' financial statements included in Item 8.

     The  quarterly  results of operations  for 2001,  2000 and 1999 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 operati ng expenses,  ratably,  over the
operating period.

ITEM 2.  PROPERTIES

     A.     BLUE RIDGE REAL ESTATE COMPANY
     The physical properties of Blue Ridge consist of approximately 18,812 acres
owned by Blue Ridge and Northeast Land Company, the Jack Frost

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  $21,218,879,  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,
     2001  the  out-standing  debt on the  Jack  Frost  Mountain  Ski  Area  was
$930,012.  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  31,2001.  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, 2039. At March 31,
2001 a mortgage  totaling  $1,291,719  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,  2001,  the center was 97% occupied  under leases  expiring on various
dates from April 30, 2001 to October 31, 2020.  The total capital  investment in
the  shopping  center is  $5,459,641.  At March 31,  2001,  a mortgage  totaling
$4,941,000 was  out-standing  on this property.   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, 2001, the Companies'  investment in this facility was $930,920.
  Blue Ridge owns 18,709 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, 2001
was  $1,227,655  with  outstanding  debt of  $102,503.  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,  motocross/B.M.X.  and 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,  2001,   revenues  from  operations  of  Blue  Ridge  and  its
subsidiaries  amounted  to  $12,367,702.  Approximately  48% of this  revenue or
$5,992,023  was derived from the Jack Frost Mountain Ski Area which operated 122
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
Mountain's  Edge. 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
approximatel  y 90 acres owned by Big Boulder.  The total capital  investment in
the ski area is $13,470,981.  At March 31, 2001, the outstanding debt on the Big
Boulder  Ski Area was  $500,114.  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,  2001,  was
$1,511,847  with an  outstanding  debt of  $269,293  at that date.  Big  Boulder
Corporation  constructed the Mountain's Edge 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, 2001 was $1,594,192. 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,  2001,
revenues from  operations of Big Boulder  amounted to $6,528,749.  Approximately
81% of this  revenue of  $5,275,348  was  derived  from the Big Boulder Ski Area
which operated 78 days during that fiscal year.  ITEM 3. LEGAL  PROCEEDINGS  Not
applicable.  ITEM 4.  SUBMISSION  OF MATTERS TO A VOTE OF  SECURITY  HOLDERS Not
applicable.   ITEM 4A.  EXECUTIVE  OFFICERS OF THE  REGISTRANTS Age Office Held
Since Michael J. Flynn 66 1991 Chairman of the Board Eldon D. Dietterick 55 1995
Secretary/Treasurer  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. Eldon D. Dietterick was appointed  Secretary/Treasurer in
October,  1998. He has been  employed by the  Registrants  on a full-time  basis
since January 1985; he was appointed  Secretary in October 1996.  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 2001 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 2001 Annual Report to
Shareholders.   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 and 14 of
the Fiscal 2001 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  2001  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
2001 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 50 1991  Cynthia A.  Barron,  Controller  37 1996 Carl V.
Kerstetter  and  Cynthia A. Barron 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  "Renumeration  of  Executive  Officers  and
Directors" in the  registrant's  definitive  Proxy Statement for the 2001 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
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 2001 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 2001 Annual
Report to Shareholders on Pages 2 through 12 are incorporated by reference.  The
Report of Independent  Auditors for the combined financial statements appears on
Page 15 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  Auditors  for the  financial  statement
schedule  appears  on Page 14 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.
                                             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

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES
               ________AND REPORTS ON FORM 8-K________ -(Continued)
                                                     Legend for
                                                     Documents
                                                     Incorporated
                                                     By Reference
     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, First Union National Bank,
               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)

Agreement with Executive Officers and Director
    10.4.1    Stock Option - Michael J. Flynn             (9)
              Stock Option Agreement - Michael J. Flynn

    13.1 The  Registrants'  Fiscal 2001 Annual  Report to  Shareholders,  to the
    extent referred to in the responses to the Items of this Annual Report.

              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

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
               _______AND REPORTS ON FORM 8-K__________ - (Continued)

(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




















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:__/S/_____________________      By:  /S/______________________
    Eldon D. Dietterick                  Cynthia A. Barron
    Secretary/Treasurer                  Chief Accounting Officer
Dated:___6-29-01____               Dated:___6-29-01 ____

     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  Michael J.
Flynn, 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___


___/S/_________________                               __6-29-01__
 Michael J. Flynn          Chairman of the Board & President
                           Principal Executive Officer
___/S/__________________                              __6-29-01__
 Eldon D. Dietterick       Secretary/Treasurer

___/S/_________________                               __6-29-01__
 Milton Cooper             Director

___/S/_________________                               __6-29-01__
 Allen J. Model            Director

___/S/_________________                               __6-29-01__
 Wolfgang Traber           Director









INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES


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


     We have audited the combined financial statements of Blue Ridge Real Estate
Company and  subsidiaries  and Big Boulder  Corporation  and  subsidiaries  (the
"Companies") as of March 31, 2001, and for the year then ended,  and have issued
our report thereon dated June 15, 2001; such financial statements and report are
included in your 2001 Annual Report to Shareholders and are incorporated  herein
by reference. Our audit also included the combined financial statement schedules
of the Companies listed in Item 14. These financial  statement schedules are the
responsibility of the Companies' management. Our responsibility is to express an
opinion based on our audit. In our opinion,  such combined  financial  statement
schedules,   when  considered  in  relation  to  the  basic  combined  financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set therein.

/S/

Parente Randolph, P.C.
June 15, 2001

Wilkes-Barre, Pennsylvania

















INDEPENDENT AUDITORS' REPORT

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

     We have  audited  the  combined  balance  sheets of Blue Ridge Real  Estate
Company and  subsidiaries  and Big Boulder  Corporation  and  subsidiaries  (the
"Companies") as of March 31, 2001 and 2000, and the related combined  statements
of operations and earnings retained in the business and cash flows for the years
then ended. 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.  The  combined  fi nancial  statements  of the
Companies as of March 31, 1999 were audited by other auditors whose report dated
June 4, 1999, expressed an unqualified opinion on those statements. We conducted
our audits in  accordance  with  auditing  standards  generally  accepted in the
United States of America.  Those standards  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 also includes  assessing the accounting  principles  used and  significant
estimates  made by  managemen  t, as well as  evaluating  the overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.
In our opinion,  the 2001 and 2000  combined  financial  statements  referred to
above present fairly, in all material  respects,  the financial position of Blue
Ridge Real Estate  Company and  subsidiaries  and Big  Boulder  Corporation  and
subsidiaries as of March 31, 2001 and 2000, and the results of their  operations
and their  cash  flows for the years then ended in  conformity  with  accounting
principles generally accepted in the United States of America.

/S/

Parente Randolph, P.C.
Wilkes-Barre, Pennsylvania
June 15, 2001


REPORT OF INDEPENDENT ACCOUNTANTS



To Shareholders of
Blue Ridge Real Estate Company
and Big Boulder Corporation

In our opinion, the accompanying combined balance sheet 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 the  results of their
operations  and their cash flows for the years  ended March 31, 1999 and 1998 in
conformity with accounting  principles generally ac cepted in the United States.
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
auditing standards  generally accepted in the United States,  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
examinin g, 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.



/S/

PricewaterhouseCoopers LLP
June 4, 1999

Philadelphia, Pennsylvania













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 in 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  10-K.  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.


/S/

PricewaterhouseCoopers LLP
June 4, 1999

Philadephia, Pennsylvania




















<TABLE>
<CAPTION>

COMBINED SCHEDULE III.

REAL ESTATE AND ACCUMULATED DEPRECIATION  March 31, 2001

Column A        Column B      Column C          Column D

                              Initial Cost       Cost Capitalized
                              to Company           Subsequent To
                                                   Acquisition
                                          Buildings &
Description     Encumbrances     Land   Improvements     Improvements
<S>                          <C>           <C>        <C>

Land located
in N E PA including
various improvements           1,867,766     49,915    5,485,623

Corporate
Building                                    282,918      187,989

Buildings Leased
to Others
Eastern PA
Exchanged Asset-
Shopping Center    5,700,000     780,700   4,554,235     124,706
Other                      0           0           0   2,436,810
Laurens,SC         1,600,000     276,000   1,914,470           0
TOTAL              7,300,000   2,924,466   6,801,538   8,235,128

</TABLE>
<TABLE>
<CAPTION>
<S>              <C>        <C>          <C>          <C>

                               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
                  1,868,506   5,534,798   7,403,304    2,929,206
Corporate Building              470,907     470,907      267,686

Buildings Leased to
Others Eastern PA
Exchanged Asset-
Shopping Center     780,700    4,678,941  5,459,641    2,785,328
Other                     0    2,436,810  2,436,810    1,316,951
Laurens, SC         276,000    1,914,470  2,190,470      659,427
TOTAL             2,925,206   15,035,925  7,961,131    7,958,599

</TABLE>

                       Column G      Column H     Column I

                                                  Life on which
                                                  Depreciation in
                       Date of         Date       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, 2001,  March 31, 2000 &
March 31, 1999 is as follows:
                                  2001          2000       1999

 Balance at beginning of year  17,012,095  16,159,756  15,927,399
 Additions during year:
 Improvements                     426,502     418,407     232,439
 (reclassify)                     523,738     434,015           0
                               17,962,335  17,012,178  16,159,838
 Deductions during year:
 Cost of real estate sold           1,204          83          82
 Balance at end of year        17,961,131  17,012,095  16,159,756

(2) The  aggregate  cost for  Federal  Income Tax  purposes at March 31, 2001 is
$16,498,499.

     (3) Activity  for the fiscal  years ended March 31, 2001,  March 31, 2000 &
March 31, 1999 is as follows:
                                   2001        2000         1999

 Balance at beginning of year  7,472,074    6,754,807   6,366,443
  Additions during year:
  (Reclassification)              36,316      304,923           0
  Current year depreciation      450,209      412,344     388,364
  Less retirements                     0            0           0
 Balance at end of year        7,958,599    7,472,074   6,754,807



BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
To Our Shareholders,
     Year  2001  presented  a number of  challenges  and  opportunities  for our
company.  The Companies report net income of $252,532 or $.13 per combined share
for fiscal 2001 compared to $480,640 and $.24 for the previous  year.  Financial
results  fell  short  of  expectations  resulting  in the  re-evaluation  of key
management positions and structuring the company to meet future growth.
Strategic Priorities for 2002

The  management team has established the following  priorities for the year that
     will enable our company to be more profitable. Strengthen Customer Service.
Implement customer-training programs for employees and management to improve the
quality of services.  Maximize current  facilities.  Additional  seating in both
lodges,  expansion  of the Jack Frost  Mountain  ski rental  shop,  food service
outlets,  and construction of a Terrain Park at Big Boulder Ski Area are some of
the major improvements planned for next ski season. Keep Building the Team. Keep
motivating  our dedicated  team of employees  and  managers.  Many have valuable
experiences  in the ski resort and real estate  industry.  We have  enhanced our
human resources  department to maximize the performance of our current employees
and attract a qualified staff.  Improve Profit Margin.  Accounting  policies and
controls have been  implemented  by management to allow for close  monitoring of
operating costs. Capture Internet Marketing Advantages.  Maintain  technological
leadership by using the Internet for:
* Providing  information about the activities and events,  accommodations,  snow
condition  reports  and real  estate  opportunities.  *  Introducing  an on-line
reservation  system for ski / snowboard  rental equipment and lift tickets prior
to arrival at the resort.
     Profit  Center  Revenue  Enhancement.  Winter  sports  remain  our  primary
business, however, we will continue to investigate new potential profit centers.
All existing  profit centers will be evaluated as to their  contribution  to the
company.
     Develop New Business  Opportunities.  Future development  opportunities and
     real  estate  ventures  for the  companies'  large  landholdings  are being
     investigated.  Management  will  continue  to monitor the local real estate
     market and outline a strategy for moving forward. The growth and success of
     our companies is a result of teamwork.  I would like to thank our dedicated
     employees for helping to make the company profitable.
I am looking forward to the coming year to grow the Company further, improve its
economic success and build shareholder value.



                                             Michael J. Flynn
Chairman of the Board and President
Blakeslee, Pennsylvania
June 15, 2001

































<TABLE>
<CAPTION>

BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
AND
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED BALANCE SHEETS
March 31, 2001 and 2000
ASSETS                                       2001            2000
<S>                                 <C>              <C>
Current Assets:
 Cash and cash equivalents (all funds are
  interest bearing)                     $2,628,839      2,553,510
 Accounts receivable                       429,653        448,838
 Inventories                               141,611        213,215
 Deferred tax asset                        665,095        410,186
 Prepaid expenses and other current assets 403,313        620,284
     Total current assets                4,268,511      4,246,033
 Properties:
   Land, principally unimproved (19,741
     and 19,873, respectively, acres per
     land ledger)                        1,868,505      1,869,709
   Land improvements,
   buildings and equipment              53,754,045     52,025,096
                                        55,622,550     53,894,805
   Less accumulated depreciation &
   amortization                         35,597,696     33,774,181
                                        20,024,854     20,120,624
                                       $24,293,365    $24,366,657

LIABILITIES AND SHAREHOLDERS' EQUITY        2001             2000
Current liabilities:
 Current installments of long-term debt   $757,228       $842,152
 Accounts and other payables               549,847        410,430
 Accrued claims                             80,433         46,601
 Accrued income taxes                       67,387        293,113
 Accrued pension expense                   627,042        494,837
 Accrued liabilities                     1,087,851        659,800
 Deferred revenue                          316,753        145,169
  Total current liabilities              3,486,541      2,892,102
Long-term debt, less current
  installments                           7,277,413      7,976,642
Deferred income taxes                    2,442,178      2,560,131
Other non-current liabilities              204,321         71,730
Deferred income non-current                515,631        502,433
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       10,283,875     10,031,343
                                        12,405,067     12,152,535
Less cost of 277,221 and 250,790 shares of
 capital stock in treasury as of March 31,
 2001 and 2000, respectively             2,037,786      1,788,916
                                        10,367,281     10,363,619
                                       $24,293,365    $24,366,657

</TABLE>

The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.






































<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, 2001,2000 & 1999

                                   2001         2000          1999
<S>                          <C>           <C>          <C>
Revenues:
   Ski operations              $11,267,371  $11,565,643  $11,124,018
   Real estate management        5,761,390    5,417,962    4,926,533
   Rental income                 1,867,690    1,903,314    1,736,929
                                18,896,451   18,886,919   17,787,480
Costs and expenses:
   Ski operations               11,246,003   11,135,115   11,293,011
   Real estate management        4,968,664    4,798,647    4,230,279
   Rental income                   950,258      936,870      868,536
   General and administration    1,768,375    1,084,649    1,064,167
                                18,933,300   17,955,281    7,455,993
     Income (loss)
        from operations            (36,849)     931,638      331,487

Other income (expense):
   Interest and other income       866,127      620,203      246,745
   Interest expense               (736,865)    (732,201)   (698,913)
                                   129,262     (111,998)   (452,168)

Income (loss)before income taxes    92,413      819,640    (120,681)

Provision(credit)for income taxes:
   Current                         259,417      382,000      144,357
   Deferred                       (419,536)     (43,000)   (185,839)
                                  (160,119)     339,000     (41,482)

Net income (loss)                  252,532      480,640     (79,199)

Earnings retained in business:
   Beginning of year            10,031,343    9,550,703    9,629,902
   End of year                 $10,283,875  $10,031,343   $9,550,703

Basic and diluted earnings (loss)per
 weighted average combined share     $0.13        $0.24      ($0.04)

</TABLE>


The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.



<TABLE>
<CAPTION>

BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
AND
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED STATEMENTS OF CASH FLOWS
For the years ended March 31, 2001, 2000 & 1999

                                      2001          2000       1999
<S>                             <C>           <C>        <C>
Cash Flows From Operating Activities:
 Net income (loss)                 $252,532     $480,640   ($79,199)
 Adjustments to reconcile net income (loss)
    to net cash provided by operating activities:
   Depreciation and amortization  1,969,154    1,921,237  2,003,891
 Deferred income taxes             (372,862)     (43,000)  (102,471)
 Gain on sale of assets            (528,242)     (19,006)    (4,930)
 Changes in operating assets and liabilities:
   Accounts receivable               19,185      110,840     35,178
   Refundable income taxes                0            0      8,614
   Prepaid expenses & other current
     assets                         288,575      161,692   (251,671)
   Accounts payable & accrued
     liabilities                    866,096     (324,934)   497,289
   Accrued income taxes            (225,726)     124,596    (99,368)
   Deferred revenue                 171,584     (111,308)    91,609
Net cash provided by operating
   activities                     2,440,296    2,300,757  2,098,942
Cash Flows From (used in) Investing Activities:
   Deferred income                   13,198      254,246    248,187
   Proceeds from disposition of
     assets                         529,446       19,089     16,150
   Additions to properties       (1,874,588)  2,496,246) (1,763,597)
Net cash used in investing
     activities                  (1,331,944) (2,222,911)(1,499,260)
Cash Flows From (used in) Financing
   Activities:
   Borrowings under short-term
     financing                    2,050,000   2,550,000  1,950,000
   Payment of short-
     inancing                    (2,050,000) (2,550,000)(1,950,000)
   Additions to long-term debt            0     800,000          0
   Payment of long-term debt       (784,153)   (781,111)  (491,004)
   Purchase of treasury stock      (248,870)   (250,413)  (201,267)
Net cash used in financing
     activities                  (1,033,023)   (231,524)  (692,271)
Net increase (decrease) in cash
     & cash equivalents              75,329    (153,678)   (92,589)
Cash & cash equivalents,
     beginning of year            2,553,510   2,707,188   2,799,777
Cash & cash equivalents,
     end of year                 $2,628,839  $2,553,510  $2,707,188

Supplemental disclosures of cash flow information: Cash paid during year for:
   Interest                          $736,054    $732,458   $714,107
   Income taxes                      $427,516    $335,395   $214,100
</TABLE>


The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.


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 and amortization 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  review  their
long-lived assets whenever events or changes in circumstances  indicate that the
carrying value of an asset may not be recoverable.  In that event, the Companies
calculate  the expected  future net cash flows to be generated by the asset.  If
those net future cash flows are less than the  carrying  value of the asset,  an
impairment  loss is recognized in operating  income.  The impairment loss is the
differenc e between the carrying value and the fair value of the asset.  No such
losses were  recognized  in the three years ended March 31, 2001.  1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued): 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.  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. DEFERRED INCOME:  Amounts received under a
contract with the Pennsylvania Department of Transportation for reimbursement of
the cost of a constructed asset are deferred.  The amounts will be recognized as
income over the period in which  depreciation  on those assets is charged.  This
asset has not yet been placed in service.  ADVERTISING COSTS:  Advertising costs
are expensed when  incurred.  Advertising  expense for the years ended March 31,
2001, 2000 and 1999 was $1,538,647, $1,488,268 and $1,580,385, respectively. 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.
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.  EARNINGS (LOSS) PER SHARE:
Basic  earnings  (loss) per share is  calculated  based on the  weighted-average
number of shares  outstanding.  Diluted  earnings  (loss) per share includes the
dilutive effect of stock options.  RECLASSIFICATION:  Certain  reclassifications
have been made to  conform  to  current  year  presentation.  RECENT  ACCOUNTING
PRONOUNCEMENT:  The Financial  Accounting  Standards  Board issued  Statement of
Financial  Standard  ("SFAS")  No. 133,  "Accounting  for  Derivative  Financial
Instruments and Hedging  Activities." The statement  establishes  accounting and
reporting  standards for derivative  instruments  including  certain  derivative
instruments imbedded in other contracts, and for hedging activities. It requires
that an entity  recognize all derivatives as either assets or liabilities in the
statement  of financial  position and measure  those inst ruments at fair value.
SFAS No. 133 is effective  for the  Companies'  fiscal year  beginning  April 1,
2001,  and  will  not  be  applied  retroactively  to the  Companies'  financial
statements of prior periods.  The adoption of SFAS No. 133 will have no material
effect on the Companies' financial statements.




2.  CONDENSED FINANCIAL INFORMATION:

     Condensed financial  information of the constituent  Companies,  Blue Ridge
and its  subsidiaries and Big Boulder and its  subsidiaries,  at March 31, 2001,
2000 and 1999 and for each of the periods then ended is as follows:
<TABLE>
<CAPTION>

               Blue Ridge and Subsidiaries
                              2001         2000          1999
FINANCIAL POSITION:
<S>                    <C>            <C>           <C>
Current assets           $1,666,123     $1,583,756    $1,839,683
Total assets             16,687,506     16,527,534    16,096,555
Current liabilities       3,125,297      2,451,318     2,403,281
Shareholders'equity       4,404,959      4,445,461     4,384,868
OPERATIONS:
Revenues                 12,367,702     11,798,218    11,468,148
Income(loss)before taxes    (75,807)       464,004      (185,036)
Provision(credit)for
 income taxes              (284,176)       153,000       (71,540)
Net income (loss)           208,369        311,004      (113,496)

                  Big Boulder and Subsidiaries
                             2001           2000          1999
FINANCIAL POSITION:
Current assets           $2,602,388     $2,662,277    $2,385,577
Total assets              7,605,859      7,839,123     7,711,200
Current liabilities         361,244        440,784       491,654
Shareholders'equity       5,962,322      5,918,158     5,748,524
OPERATIONS:
Revenues                  6,528,749      7,088,701     6,319,332
Income(loss)before taxes    168,220        355,636        64,355
Provision(credit)for
 income taxes               124,057        186,000        30,058
Net income (loss)            44,163        169,636        34,297
</TABLE>

3. SHORT-TERM FINANCING:
     At March 31, 2001, Blue Ridge had an unused line of credit agreement with a
bank aggregating $2,000,000 available for short-term financing,  expiring August
31,  2001,  which  management  expects to be renewed.  The line of credit  bears
interest  at .25%  less  than the  prime  rate  (7.75%  at March  31,2001).  The
agreement requires,  amoung other things, that the Companies comply with minimum
current and total  liabilities  to tangible  net worth ratios and meet a minumum
debt service coverage ratio. The companies have met or obtained waivers for each
of these covenants.



4. LONG-TERM DEBT:
Long-term debt as of March 31, 2001 and 2000 consists of the following:
                                              2001           2000

Mortgage note payable to bank,  interest is LIBOR plus 160 basis points  (6.655%
at March 31, 2001) payable monthly with Principal reduction of $18,000 through
August 2003                                 4,941,000   5,138,999

Mortgage note payable to bank, interest at 80% of the bank's prime rate (6.4% at
March 31, 2001) payable in monthly installments of $24,187 plus interest
through Fiscal 2005                         1,281,922   1,572,168

Mortgage note payable to insurance  company,  interest fixed at 10.5% payable in
monthly installments of $15,351 including interest
through Fiscal 2014                         1,291,719   1,337,642

Mortgage  note payable to bank,  interest at 7% payable  monthly with  principle
reduction at $32,500 per month December to
March through 2001                                  0     129,985

Mortgage note payable to bank,  interest at 6.84% payable monthly with principal
reduction at $40,000 per month December to
March through 2004                            520,000     640,000
                                            8,034,641   8,818,794
Less current installments                     757,228     842,152
                                           $7,277,413  $7,976,642

Properties at cost,  which have been pledged as collateral  for long-term  debt,
include the following at March 31, 2001:
 Investment properties leased to others                $7,650,111
 Ski facilities                                       $17,418,087

     The aggregate  amount of long-term  debt maturing in each of the five years
ending   subsequent   to  March  31,   2001,   is  as  follows:   2002-$757,228;
2003-$5,231,846;   2004-$513,085;   2005-$360,010;   2006-$198,395;   Thereafter
$974,077.


<TABLE>
<CAPTION>



5.  INCOME TAXES:
The provision (credit) for income taxes is as follows:
                                   2001         2000         1999
<S>                         <C>            <C>         <C>
Currently payable
   Federal                      $259,417     $382,000    $141,749
   State                               0            0       2,608
                                 259,417      382,000     144,357
Deferred:
   Federal                      (315,926)     (43,000)  (185,839)
   State                        (103 610)           0           0
                                (419,536)     (43,000)   185,839)
                               ($160,119)    $339,000   ($41,482)

     A  reconciliation  between the amount computed using the statutory  federal
income tax rate and the provision (credit) for income taxes is as follows:
                                    2001         2000        1999
Computed at statutory rate       $31,420     $279,000   ($41,032)
State net operating losses
subject to valuation allowance         0       46,000           0
State income taxes, net of federal
 income tax                            0            0       1,721
Prior year overaccrual          (107,367)           0           0
Other                              3,919        6,000       5,228
AMT (utilization) tax            (88,091)       8,000     (7,399)
Provision(credit)for income
    Taxes                      ($160,119)    $339,000   ($41,482)

     The  components of the deferred tax assets and  liabilities as of March 31,
2001 and 2000 are as follows:
                                               2001          2000
Current deferred tax asset:
 Accrued expenses                          $266,379        52,472
 Deferred revenues                           79,431             0
 State net operating losses and AMT
     credit carryforward                    631,723       653,977
 Contribution carryforward                        0         1,073
 Valuation allowance                       (312,438)    (297,336)

 Current deferred tax asset                 665,095       410,186

Noncurrent deferred tax liability
 Depreciation                            (2,673,786)  (2,761,406)
 Deferred income, sewer line and tower      231,608       201,275

 Noncurrent deferred tax liability       (2,442,178)  (2,560,131)
 Deferred income tax liability, net     ($1,777,083) ($2,149,945)
</TABLE>

     At March 31, 2001, the Companies  have $296,957 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 $3,351,014 which will
expire by 2011. The valuation  allowance increased by $15,102 during Fiscal 2001
due to  additional  state net  operating  losses  which are not  expected  to be
utilized.

6.  PENSION BENEFITS:
<TABLE>
<CAPTION>
<S>                                 <C>           <C>      <C>

Assumptions                             2001       2000     1999
Discount Rates used to determine
projected benefit obligations
as of March 31,                         7.25%      7.50%    6.75%
Expected long-term rates of return
on assets                               8.50%      8.50%    8.50%
Rates of increase in compensation
levels                                  5.00%      5.00%    5.00%
</TABLE>
<TABLE>
<CAPTION>
<S>                                     <C>          <C>

Change in Benefit Obligation                     2001        2000
Benefit obligation at beginning of year    $3,065,215  $3,102,102
Service cost(net of expenses)                 213,365     219,936
Interest cost                                 220,819     208,672
Plan amendments                                   0             0
Actuarial (gain) loss                          75,268   (322,519)
Benefit payments                             (151,811)  (139,976)
Benefit obligation at end of year          $3,422,856  $3,065,215




6. PENSION BENEFITS (continued):
Change in Plan Assets                          2001        2000
Fair value of plan assets at
 beginning of year                       $3,473,821    $3,145,730
Actual return on plan assets               (311,801)      491,996
Employer contributions                            0             0
Benefits paid                             (151,811)     (139,976)
Actual expenses paid during the year       (26,706)      (23,929)
Fair value of plan assets at end of year $2,983,503    $3,473,821

Reconciliation of Funded Status of the Plan    2001          2000
Funded status at end of year              ($439,353)     $408,606
Unrecognized transition obligation          103,172       111,652
Unrecognized net prior service cost           9,270         9,881
Unrecognized net actuarial gain           (300,131)   (1,025,015)
Net amount recognized at end of year     ($627,042)    ($494,876)
</TABLE>
<TABLE>
<CAPTION>

Components of Net Periodic Benefit Cost  2001      2000     1999
<S>                                 <C>      <C>        <C>
Service Cost                         $238,365  $240,936  $240,717
Interest Cost                         220,819   208,672   186,169
Expected return of plan               287,388   282,286   250,562

Net amortization and deferral:
  Amortization of transition
  obligation                            8,480     8,480     8,480
  Amortization of prior service
  cost                                    611       611       611
  Amortization of accumulated         (48,721)   (8,374) (19,911)
  Net amortization and deferral      $(39,630)     $717 ($10,820)

Total net periodic pension cost      $132,166  $168,039  $165,504
</TABLE>
<TABLE>
<CAPTION>

7.  PROPERTIES:
Properties consist of the following at March 31, 2001 and 2000:
                                            2001            2000
<S>                                   <C>             <C>
Land, principally unimproved          $1,868,505      $1,869,709
Land improvements                       5,534,798       4,626,270
Corporate buildings                       470,907         470,907
Buildings leased to others             10,147,329      10,076,083

Ski facilities:
 Land                                       4,552           4,552
 Land improvements                      7,902,133       8,769,371
 Buildings                              6,528,611       6,515,956
 Machinery & equipment                 19,676,762      19,163,807
Equipment & furnishings                 3,488,953       2,398,150
                                       55,622,550      53,894,805
Less accumulated depreciation and
       Amortization                    35,597,696      33,774,181
                                      $20,024,854     $20,120,624

Buildings  leased to others  include land of $1,056,700 at March 31, 2001,  2000
and 1999.

8. ACCRUED LIABILITIES:
       Accrued liabilities consist of the following at March 31, 2001 and 2000.
                                                2001         2000
       Accrued Payroll                      $693,347     $294,714
       Accrued Security & Other Deposits     133,898      120,415
       Accrued Professional Fees             140,223       29,505
       Accrued - Miscellaneous               120,383      215,166
                                          $1,087,851     $659,800

</TABLE>


9.  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 3.03
years with options for renewal.  A store has been net leased until January 2039.
Information  concerning  rental  properties  and minimum  future  rentals  under
current leases as of March 31, 2001, is as follows:

                               Properties Subject To Lease
                                                     Accumulated
                                      Cost           Depreciation
Investment properties leased to
   others                            $7,962,043        $3,524,078
Land and land improvements            3,997,935         1,237,480
Minimum future rentals:
 Fiscal years ending March 31: 2002   1,682,814
                               2003   1,188,267
                               2004   1,042,048
                               2005     856,060
                               2006     851,491
                         Thereafter  15,410,234*
                                    $21,030,914
     *Includes  $1,401,750  under a land lease  expiring in 2072 and  $6,600,835
under a net lease for a store expiring in 2039. There were no contingent rentals
included in income for Fiscal 2001, 2000 or 1999.

Under an agreement with a management company relating to the shopping center, in
the  event of the  termination  of the  management  contract  or the sale of the
property,  the management  company is entitled to approximately  25% of the fair
market value after satisfaction of certain obligations.


10. FAIR VALUE:
     The Companies have estimated the fair value of their financial  instruments
at March 31,  2001 and 2000 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 long-term 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 remain ing maturities.


11. QUARTERLY  FINANCIAL  INFORMATION  (Unaudited) The results of operations for
each of the quarters in the last two years are presented below.
<TABLE>
<CAPTION>
                                                  Earnings (Loss)
                       Income(loss)                Per Weighted
           Operating      from          Net        Avg. Combined
Quarter    Revenues    Operations    Income (Loss)     Share
2001
<S>      <C>              <C>          <C>               <C>
1st       $1,647,042       $24,605      ($106,111)        ($0.05)
2nd        2,875,633       537,481        575,832           0.29
3rd        4,082,883        56,840        (77,026)         (0.04)
4th       10,290,893      (655,775)      (140,163)         (0.07)
         $18,896,451      $(36,849)      $252,532          $0.13


2000
1st       $1,531,989      ($83,551)      ($87,119)        ($0.05)
2nd        2,860,457       610,202        424,036           0.22
3rd        3,715,629       (77,467)       (50,925)         (0.03)
4th       10,778,84        482,454        194,648           0.10
         $18,886,919      $931,638       $480,640          $0.24
</TABLE>

     The quarterly  results of operations for 2001 and 2000 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.  The fourth quarter of Fiscal 2001 was impacted by a $467,000  severance
accrual due to a change in management.

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 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>
                              3/31/01      03/31/00      03/31/99
Revenues:
 Ski operations           $11,267,371   $11,565,643   $11,124,018
 Real estate management/
  Rental operations         7,629,080     7,321,276     6,663,462
                          $18,896,451   $18,886,919   $17,787,480

Income:(loss)
 Ski operations               $21,368       430,528    ($168,993)
 Real estate management/
 Rental operations          1,710,158     1,585,759     1,564,647
                           $1,731,526    $2,016,287    $1,395,654

General & administrative expenses:
 Ski Operations           ($1,061,025)    ($661,636)   ($670,425)
 Real estate management/
 Rental operations           (707,350)     (423,013)    (393,742)
                          ($1,768,375)  ($1,084,649)  ($1,064,167)

Interest and other income:
 Ski Operations               $17,710       $13,995        $2,736
 Real estate management/
 Rental operations            848,417       606,208       244,009
                             $866,127      $620,203      $246,745

Interest expense:
 Ski operations             ($161,016)    ($170,898)   ($141,467)
 Real estate management/
  rental operations          (575,849)     (561,303)    (557,446)
                            ($736,865)    ($732,201)   ($698,913)

Income (loss) before income
  taxes,                      $92,413      $819,640    ($120,681)

</TABLE>

    In Fiscal 2001,  2000 and 1999, no one customer  represented  10% or more of
total revenues.

     Identifiable  assets,  net of accumulated  depreciation  at March 31, 2001,
2000 and 1999 and  depreciation  expense and capital  expenditures for the years
then ended by business segment are as follows:
<TABLE>
<CAPTION>

                         Identifiable  Depreciation      Capital
      2001                 Assets       Expense      Expenditure
<S>                     <C>            <C>          <C>
Ski Operations            $10,478,612    $1,373,109   $1,295,402
Real Estate Management/Rental
 Operations                11,916,318       451,993      451,297
Other Corporate             1,898,435       144,052      158,072
             Total        $24,293,365    $1,969,154   $1,904,771

      2000
Ski Operations            $11,660,694    $1,397,361   $2,080,192
Real Estate Management/Rental
 Operations                11,253,397       426,243      330,347
Other Corporate             1,452,566        97,633       85,707
             Total        $24,366,657    $1,921,237   $2,496,246

     1999
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
</TABLE>

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 $1,264,000 at March 31, 2001.

14.  STOCK OPTIONS AND CAPITAL STOCK:
     During Fiscal 1998,  the Companies  adopted an employee  stock option plan,
under which an officer was granted  options to purchase shares of the Companies'
common  stock.  The options  expire  July 1, 2003.  Option  activity  during the
periods ended March 31, 2001, 2000 and 1999 is as follows:
                   2001            2000             1999
<TABLE>
<CAPTION>
                          Exercise        Exercise       Exercise
                  Shares   Price   Shares   Price   Shares  Price
<S>              <C>       <C>    <C       <C>    <C>       <C>
Outstanding at
beginning of year:35,000   $6.75   35,000   $6.75   10,000  $6.75
Granted              -       -        -       -        -       -
Exercised            -       -        -       -        -       -
Canceled             -       -        -       -        -       -
Outstanding at
end of year       35,000   $6.75   35,000   $6.75   35,000  $6.75
Options exercisable
At year-end       35,000   $6.75   35,000   $6.75   35,000  $6.75
Option price
range              $6.75            $6.75           $6.75
Weighted average
fair value of
options granted
during year           $-              $-             $-
</TABLE>

     The Companies  elected to follow APB Opinion No. 25,  "Accounting for Stock
Issued to  Employees," in accounting for its employee stock options as permitted
by SFAS No. 123,  "Accounting for Stock Based  Compensation."  Under APB No. 25,
because the exercise  price of the employee  stock options  equals the estimated
fair market value of the Companies'  underlying  stock on the date of the grant,
no compensation expense is recognized.

15.  PER SHARE DATA:
     Earnings  per share for the years ended March 31,  2001,  2000 and 1999 are
computed as follows:
                             2001          2000           1999

Net Earnings                $252,532     $480,640      ($79,199)
Weighted average combined
shares of common stock out-
standing used to compute basic
earnings per combined
common share                1,926,402    1,962,491     1,980,706
Additional  combined  common  shares to be  issued  assuming  exercise  of stock
options, net of combined shares assumed re-
acquired                       10,195       10,295        12,346

Combined shares used to compute
dilutive effect of stock
option                      1,936,597    1,972,786     1,993,052

Basic and diluted earnings per
combined common share            $0.13        $0.24       ($0.04)




INDEPENDENT AUDITOR'S REPORT

To Shareholders of
Blue Ridge Real Estate Company
and Big Boulder Corporation:

     We have  audited  the  combined  balance  sheet of Blue Ridge  Real  Estate
Company and  subsidiaries  and Big Boulder  Corporation  and  subsidiaries  (the
"Companies") as of March 31, 2001 and 2000, and the related combined  statements
of operations and earnings  retained in the business and cash flows for the year
then ended. 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.  The  combined  fina ncial  statements  of the
Companies as of March 31, 1999 were audited by other auditors whose report dated
June 4, 1999, expressed an unqualified opinion on those statements.

    We conducted our audits in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  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 also includes assessing the accounting principles used and
significant  estimates  made by management , as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the 2001 and 2000  combined  financial  statements  referred to
above present fairly, in all material  respects,  the financial position of Blue
Ridge Real Estate  Company and  subsidiaries  and Big  Boulder  Corporation  and
subsidiaries as of March 31, 2001 and 2000, and the results of their  operations
and their  cash  flows for the year then  ended in  conformity  with  accounting
principles generally accepted in the United States of America.

Parente Randolph, P.C.
Wilkes-Barre, Pennsylvania
June 15, 2001


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 publ ic trading market.

     The  following  sets forth the high asked and low bid price  quotations  as
reported on the  monthly  statistical  reports of the  National  Association  of
Securities Dealers,  Inc. for Fiscal Years 2001 and 2000. No dividends were paid
on common stock in either Fiscal Year.

             FISCAL YEAR 2001                  HIGH        LOW
                                               ASKED        BID
                First Quarter                 10.500      9.125
               Second Quarter                 10.500      9.250
                Third Quarter                  9.750      9.250
               Fourth Quarter                 10.875      9.250

              FISCAL YEAR 2000                  HIGH        LOW
                                               ASKED        BID
                First Quarter                 10.500      9.500
               Second Quarter                 10.500      9.250
                Third Quarter                  9.875      9.250
               Fourth Quarter                  9.750      9.125


     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, 2001 and 2000 were 608 and 636, 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>

                             2001         2000          1999
Revenues                 $18,896,451   $18,886,919   $17,787,480
Net income(loss)             252,532       480,640       (79,199)
Net income(loss)per
   combined share              $0.13         $0.24        $(0.04)
Cash dividends per
   combined share                  0             0             0
Weighted average number
 of combined shares
 outstanding              1,926,402      1,962,491    1,980,706
Total assets             24,293,365     24,366,657   23,807,755
Long-term debt            8,034,641      8,818,794    8,799,905
Shareholders' equity     10,367,281     10,363,619   10,133,392

                                           1998            1997
Revenues                             $18,655,995      $16,038,000
Net income(loss)                         394,593          486,806
Net income(loss)per combined share           .20            $0.24
Cash dividends per combined share              0                0
Weighted average number of
 combined shares outstanding           1,993,014        2,004,014
Total assets                          23,943,980       23,802,737
Long-term debt                         9,290,909        9,778,431
Shareholders' equity                  10,413,858       10,100,268
</TABLE>

     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS Results of Operations

FISCAL 2001 VERSUS FISCAL 2000
     For Fiscal Year ended March 31, 2001, the Companies  reported net income of
     $252,532  or $.13 per  combined  share as  compared  with a net  income  of
     $480,640 or $.24 per combined  share for Fiscal 2000.  Combined  revenue of
     $18,896,451  represents an increase of $9,532 or less than 1% when compared
     to Fiscal  2000.Ski  Operations  decreased  $298,272 or 3%, and Real Estate
     Management
Operations increased $307,804 or 4% when compared to Fiscal 2000.
     The Ski  Operations  had  approximately  247,000  skiers  visit our  slopes
compared to 256,000 skier visits last season. The decrease of 9,000 skier visits
represents  a decrease  of 4%.  Revenue  per skier was $31  compared to $30 last
season for an  increase  of $1.00 or 3%.  Tubing  operations  had  approximately
83,000 tuber visits compared to 90,000 tuber visits last season. The decrease of
7,000  tuber  visits  represents  an 8%  decrease.  Revenue per tuber was $15.18
compared  to $13.84  last  season for an  increase of $1.34 or 9%. The ski areas
operated for a combined total of 200 days compared to 181 days last season.  The
food and beverage  operations at the ski areas contributed  revenue of $6.79 per
skier visit. The retail shop operations at the ski areas contributed  revenue of
$2.12 per skier visit compared to $1.97 the previous season.
     The Real Estate Management Operations increase is attributed to commissions
for resale of homes in our resort communitites (37%), fees for contract services
provided to the  homeowners of the resort  communities  (53%),  and fishinig and
hunting  leases  (10%).  The  increases  were  offset by a decrease  in festival
revenues and fees for services provided to the trusts of the resort communities.
Disposition  of  properties  occur  sporadically  and do not follow any  pattern
during the fiscal year. In Fiscal 2001,  132 acres of land was sold for $521,607
with a basis of $1,204. No major land sales occurred in Fiscal 2000.


     Operating costs  associated with Ski Operations  increased by $110,888 when
compared to Fiscal 2000.  This increase is  attributed to seasonal  labor costs.
Operating costs associated with Real Estate Management  Operations  increased by
$183,405 when compared to Fiscal 2000.  This increase is attributed to increased
expenses related to summer activities and the investment properties. General and
Administration  expenses increased by $683,726 when compared to Fiscal 2000. The
increase  is  primarily  due to  severance  expenses  of  $466,922  relating  to
management changes. The remaining increase is due to professional fees. Interest
and Other  Income  increased  by $245,924  when  compared to Fiscal  2000.  This
increase is attributable to  reimbursement  of estimated  income taxes (25%) and
overhead  expenses  related to the  construction  of the sewer line (15%) and an
increase  in  disposed  assets  and  resulting  gains  (60%).  Interest  expense
increased by $4,664 when compared to Fiscal 2000. This increase
 is primarily  attributable to an increase in LIBOR.  The effective Tax Rate for
 Fiscal 2001 and 2000 was 34% and 41% respectively.




FISCAL 2000 VERSUS FISCAL 1999
     For Fiscal Year ended March 31, 2000, the Companies  reported net income of
     $480,640  or  $.24  per  combined  share  as  compared  with a net  loss of
     $(79,199) or $.04 per combined share for Fiscal 1999.  Combined  revenue of
     $18,886,919  represents  an increase of  $1,099,439  or 6% when compared to
     Fiscal 1999.
     Ski  Operations  increased  $441,625  or 4%,  and  Real  Estate  Management
Operations increased $657,814 or 9% when compared to Fiscal 1999.
     The Ski  Operations  had  approximately  256,000  skiers  visit our  slopes
compared to 257,000 skier visits last season. The decrease of 1,000 skier visits
represents a decrease of less than 1%. Revenue per skier was $30 compared to $27
last season for an increase of $3.00 or 10%. Tubing operations had approximately
90,000 tuber visits compared to 86,000 tuber visits last season. The increase of
4,000  tuber  visits  represents  a 5%  increase.  Revenue  per tuber was $13.84
compared  to $13.95  last  season for an  decrease  of $.11 or 1%. The ski areas
operated for a combined total of 181 days compared to 179 days last season.  The
food and beverage  operation at the ski areas  contributed  revenue of $8.13 per
skier visit. The retail shop operations at the ski areas contributed  revenue of
$1.97 per skier visit compared to $2.16 the previous season.
     The Real  Estate  Management  Operations  increase is  attributed  to fewer
vacancies  in  investment   properties  (25%),  leasing  commissions  in  resort
communities  (62%),  and fishing and hunting  leases (13%).  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 2000 or
Fiscal  1999.  Operating  costs  associated  with Ski  Operations  decreased  by
$157,896  when  compared to Fiscal 1999.  This decrease is attributed to reduced
advertising (50%) and depreciation costs (50%).  Operating costs associated with
Real Estate Management  Operations increased by $636,702 when compared to Fiscal
1999.  This  increase is  attributed  to  increased  expenses  related to summer
activities and the investment  properties.  General and Administration  expenses
increased by $20,482 when compared to Fiscal 1999. The increase is  attributable
to an increase in supplies and services.
Interest and Other Income  increased by $373,458  when  compared to Fiscal 1999.
This increase is attributable  to  reimbursement  of estimated  income taxes and
overhead  expenses  related to the  construction  of the sewer line (97%) and an
increase in disposed assets and resulting gains (3%). Interest expense increased
by $33,288 when  compared to Fiscal 1999.  This increase is  attributable  to an
additional  mortgage  note  payable  for the East  Mountain  Lift at Jack  Frost
Mountain and an increase in the prime interest rate.
The effective Tax Rate for Fiscal 2000 and 1999 was 41% and 34% respectively.

















BOARD OF DIRECTORS
     Milton Cooper
          Chairman, Kimco Realty Corporation;
          Director, Getty Petroleum Corp.;
          Director, Kimco Realty Corporation
     Michael J. Flynn
          Chairman of the Board and President 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
          President
     Eldon D. Dietterick
         Secretary/Treasurer
     Christine A. Liebold
         Assistant Secretary
     Cynthia A. Barron
         Controller

The above Officers serve both Companies.



TRANSFER AGENT
     HSBC Bank USA
          New York, New York


INDEPENDENT AUDITORS
     Parente Randolph, PC
          Wilkes Barre, Pennsylvania














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  2001  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
     The Mountains Edge, Lake Harmony, Pennsylvania

Land Holdings
     Blue Ridge
          18,709 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)
     TRAXX, Motocross, ATV and BMX Park
     Wheels, In-Line Skate and Board Park
     Hub, Mountain Bike Facility