UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-K/A



           (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, 2000
                                       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*



<PAGE>1


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

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

     The aggregate market value of common stock, without par value, stated value
$.30  per  combined  share,  held  by  non-affiliates  at  June  16,  2000,  was
$17,582,171.  The  market  value per share is based  upon the per share  cost of
shares as indicated over the counter on March 31, 2000.  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 16, 2000
Common Stock, without par value                  1,925,758 Shares
   stated value $.30 per
   combined share

                       DOCUMENTS INCORPORATED BY REFERENCE

     Specified portions of the Companies' 2000 Annual Report to Shareholders are
incorporated by reference into Part II hereof.

     Specified  portions of the Companies'  definitive  Proxy  Statement for the
2000 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 are incorporated herein in entirety.

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




<PAGE>2



                                   FORM 10-K/A
                                     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 18,841 acres of land
which are predominately  located in the Pocono  Mountains.  These lands are held
entirely as  investment  property.  Income is derived  from these lands  through
leases,   selective  timbering  by  others,   condemnation,   sales,  and  other
dispositions.  Blue Ridge also owns the Jack  Frost  Mountain  Ski Area which is
leased to Jack Frost Mountain  Company,  a 225-site  campground,  a retail store
leased to Wal-Mart and a shopping center. The ski area,  campground retail store
and shopping center are more fully described under Item 2.

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

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

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

         Blue Ridge employs 29 full-time employees. Jack Frost Mountain Company,
which operates the Jack Frost Mountain Ski Area, has 43 full-time  employees and
during the skiing  season  there are  approximately  500  additional  employees.
Northeast Land Company has 24 full-time employees.



<PAGE>3

ITEM 1.  BUSINESS - (continued)

         BIG BOULDER CORPORATION

         Big  Boulder   Corporation   ("Big   Boulder")  was   incorporated   in
Pennsylvania  in 1949.  The major  assets of the  company are 929 acres of land,
which includes a 175 acre lake,  the Big Boulder Ski Area,  and the  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  21  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 2000, 1999 and 1998 reflect the
cyclical  nature of the  Companies'  business  since (a) the  Companies' two ski
facilities  operate  principally during the months of December through March and
(b) land  dispositions  occur  sporadically and do not follow any pattern during
the  fiscal  year.  Costs and  expenses,  net of  revenues  received  in advance
attributable to the ski facilities for the months of April through November, are
deferred and  recognized as revenue and operating  expenses,  ratably,  over the
operating period.

ITEM 2.  PROPERTIES

         A.       BLUE RIDGE REAL ESTATE COMPANY
         The physical  properties of Blue Ridge consist of approximately  18,944
acres owned by Blue Ridge and Northeast Land Company, the Jack Frost



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

                  SKI FACILITIES

         The Jack Frost  Mountain Ski Area,  under lease to Jack Frost  Mountain
Company  since  June 1, 1981,  is  located  near  White  Haven,  Carbon  County,
Pennsylvania, and commenced operations in December 1972. The Jack Frost Mountain
Ski Area consists of twenty-one  slopes and trails  including a snowboard slope,
snowmobile  course,   snowtubing  hill,  five  double  chairlifts,   two  triple
chairlifts,  one quad chairlift,  and various buildings including a Summit Lodge
with food service,  a cocktail  lounge,  a ski shop,  and a ski rental shop. The
total lift capacity per hour is 12,000 skiers. These lifts are in good condition
and are operated as needed during the ski season.  These facilities are situated
on approximately 473 acres owned by Blue Ridge and leased to Jack Frost Mountain
Company. The total capital investment in the ski area is $21,300,683,  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, 2000 the  out-standing  debt on the Jack Frost Mountain
Ski Area was $1,272,829.

                  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  31,2000.  The  building  consists of 70,000  square  feet,
located on 10.217  acres of land and is leased to Wal-Mart on a triple net basis
through January 31, 2014. At March 31, 2000 a mortgage  totaling  $1,337,642 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,  2000,  the center was 97%  occupied  under  leases
expiring on various  dates from April 30, 2000 to October  31,  2020.  The total
capital  investment in the shopping  center is $5,459,641.  At March 31, 2000, a
mortgage totaling $5,139,000 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, 2000, the  Companies'  investment in
this facility was $776,538.


<PAGE>5

ITEM 2.  PROPERTIES - (Continued)

         Blue Ridge owns 18,841 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, 2000 was  $1,227,655  with  outstanding
debt of $125,711.

         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, 2000,  revenues from  operations of
Blue Ridge and its subsidiaries  amounted to $11,717,099.  Approximately  49% of
this revenue or  $5,704,996  was derived  from the Jack Frost  Mountain Ski Area
which operated 86 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 approximately 90 acres
owned  by Big  Boulder.  The  total  capital  investment  in  the  ski  area  is
$13,153,033. At March 31, 2000, the outstanding debt on the Big Boulder Ski Area
was $613,348.


<PAGE>6
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, 2000,  was  $1,511,847  with an  outstanding  debt of $330,625 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, 2000 was
$1,584,801.

         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, 2000,  revenues from  operations of
Big  Boulder  amounted  to  $7,048,071.  Approximately  82% of this  revenue  of
$5,773,973  was derived  from the Big  Boulder  Ski Area which  operated 95 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               65                1991
                  Chairman of the Board

                  Gary A. Smith                  57                1992
                  President

                  Melanie Murphy                 40                1996
                  Vice President-Operations

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


<PAGE>7


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

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

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

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
          _______RELATED STOCKHOLDER MATTERS__________

         Information  required  with  respect to  Registrants'  common stock and
related  shareholder  matters is incorporated herein by reference to the caption
entitled  "Price Range of Common Shares and Dividend  Information" on Page 12 of
the Fiscal 2000 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 2000 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  2000  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 2000 Annual Report to Shareholders.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          _ON ACCOUNTING AND FINANCIAL DISCLOSURES_____

         Not applicable.


<PAGE>8


                                    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 below.
                              ELECTION OF DIRECTORS

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

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

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

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

                   FIRST
                  BECAME
      NAME      DIRECTOR             OCCUPATION (1)                 AGE

Milton Cooper        1983 Chairman and Director, Kimco Realty        71
                          Corporation; Director, Getty Realty Corp.;
                          Mass Mutual Participation Investors-
                          Closed End Investment Co.;
                          Mass Mutual Investors-Closed End
                          Investment Co.

Michael J. Flynn     1990 Chairman of the Board, Blue Ridge          65
                          Real Estate Company and Big Boulder
                          Corporation since 1991; Vice Chairman
                          and Director, Kimco Realty Corporation
                          (since January 1996); Chairman of the
                          Board and President, Slattery
                          Associates, Inc. (November 1987-
                          December 1995)

Allen J. Model       1975 International Consultant, Overseas         54
                          Strategic Consulting, Ltd. (January,
                          1993-Present); Private Investor
                          (1991-1996); Director, Metro West Bank;
                                  Lighting Controls Inc.; Anchor Health
                                          Properties


<PAGE>9
Wolfgang Traber      1986 Chairman of the Board, Hanseatic           56
                          Corporation (August 1994-Present);
                          Partner and Chief Executive Officer,
                          HCH Hanseatic GmbH (August 1991-
                          August 1994);  Director, Petroleum
                          Heat and Power Company, Inc. and
                          Star Gas Corporation

(1) Unless otherwise  noted, the affiliations  shown constitute the individual's
principal  business  experience for at least the last 5 years.  Directorships in
public companies are also identified.

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

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

         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       49            1991
Eldon D. Dietterick, Secretary/Treasurer        54            1996
                  Carl V.  Kerstetter and Eldon D. Dietterick have been employed
by the Registrants on a full-time basis for more than five years.

ITEM 11. EXECUTIVE COMPENSATION

         The information  concerning Executive  Compensation required by Item 11
of Form 10-K is set forth below.
<TABLE>
<CAPTION>

                  2000 ANNUAL COMPENSATION FOR THE TOP OFFICERS

                           Annual Compensation (1)                               Long-Term
                                                                                 Compensation
                                                                                 Awards
                                                                                 Securities
Name and Principal                                           Other Annual        Underlying
                                                                                                          All Other
   Position         Year       Salary($)       Bonus($)      Compensation($)(2)      Options/SARS(#)
                                                                                                          Compensation($)
<S>                <C>        <C>           <C>                 <C>                       <C>                <C>

Gary A. Smith       2000      $125,000       $28,000              $1,506                    0                 0
Chief Executive     1999       125,000        32,000                 570                    0                 0
Officer & President 1998       113,467        30,000               1,070                    0                 0

Melanie Murphy      2000      $ 85,000       $22,000              $1,369                    0                 0
Vice President of   1999        78,269        26,000               1,570                    0                 0
Operations          1998        73,462        24,000               1,447                    0                 0



<PAGE>10

         (1)  Compensation  is paid to Mr.  Smith and Ms.  Murphy by Blue  Ridge
              Real Estate  Company,  a portion of which is then allocated to Big
              Boulder Corporation.

         (2)      Personal use of Company Vehicle

     Director  Compensation.  An annual  retainer  of $5,000 is paid to Allen J.
Model and  Michael  J.  Flynn.  An annual  retainer  of $1,000 is paid to Milton
Cooper, and Wolfgang Traber. All Directors receive $1,000 for each Board Meeting
they  attend.  Directors do not receive  compensation  for  committee  meetings.
Michael J.  Flynn,  Chairman  of the Board,  received a $35,000  consulting  fee
during Fiscal 2000. Mr. Flynn has an Option to Purchase  35,000 shares of Common
Stock at $6.75 per share exercisable to July 1, 2003.

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

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

                                                     YEARS OF SERVICE
     AVERAGE SALARY*            5               10               15**
     $   15,000               1,700            3,400            5,100
     $   30,000               3,700            7,400           11,100
     $   45,000               5,700           11,400           17,100
     $   60,000               7,700           15,400           23,100
     $   75,000               9,700           19,400           29,100
     $   90,000              11,700           23,400           35,100
     $  105,000              13,700           27,400           41,100
     $  120,000              15,700           31,400           47,100
     $  135,000              17,700           35,400           53,100
     $  150,000              19,700           39,400           59,100
     $  160,000              21,000           42,000           63,000

     *Based on 5  consecutive  years of highest  earnings  in the last 10 years.
**Minimum  number of years of  continuous  service  required to receive  maximum
pension.  Remuneration covered by the pension program includes salary,  overtime
and awards under an annual incentive program. Mr. Smith has 17 years of credited
service and  $153,000  remuneration  for  purposes of the pension  program.  Ms.
Murphy has 16 years of credited  service and $107,000  remuneration for purposes
of the pension program.


<PAGE>11

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          __________OWNERS AND MANAGEMENT_________

         The information required by Item 12 of Form 10-K is set forth below.

                                            HOLDINGS OF COMMON STOCK

     The following table sets forth, as reported to the  Corporations as of June
16,  2000,  the number of shares of Common  Stock of each  Corporation  owned or
controlled by persons who  beneficially  own more than 5% of each  Corporation's
outstanding shares, the nominees for Directors, the Corporations' President, and
the Corporations' Vice President and directors as a group:
                                              NUMBER OF SHARES   PERCENT
                                               BENEFICIALLY    OF SHARES
                 NAME                          OWNED (1)     OUTSTANDING

Milton Cooper                                   877,160(2)      45.51%
Michael J. Flynn                                 36,100(3)       1.87%
Allen J. Model                                  287,551(4)      14.92%
Wolfgang Traber                                     -0-           -0-
Gary A. Smith                                       731            *
Melanie Murphy                                       10            *
Peter Model                                     266,014(5)      13.80%
  310 S. Juniper Street
  Philadelphia, Pa. 19107

All Executive Officers and Directors
  Named Above as a Group (6 Persons)          1,201,552(6)      62.34%
*Less than 1%

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

(2) As  reflected  in  Amendment  No.7 to  Schedule  13D  filed  with the SEC on
December  3,  1997.  Includes  67,803  shares as to which Mr.  Cooper  disclaims
beneficial ownership;  such shares are owned by KC Holdings, Inc., a corporation
for which Mr.  Cooper is Chairman of the Board and  President.  Mr.  Cooper owns
approximately 7.7% of the outstanding stock of KC Holdings, Inc.

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

(4) As  reflected  in  Amendment  No.4 to  Schedule  13D  filed  with the SEC on
December 12, 1997. Includes 232,693 shares held as co-trustee, with Peter Model,
of the Trust under  Paragraph I, Article Sixth of the Last Will and Testament of
Leo Model; 21,663 shares held in trust for himself and his children of which Mr.
Model is trustee with another  person and 1,267 shares held by his wife,  Pamela
Model, as to which Mr. & Mrs. Model share voting and dispositive power.

(5) As  reflected  in  Amendment  No.4 to  Schedule  13D  filed  with the SEC on
December 12, 1997. Beneficial  ownership,  for which the Corporations are aware,
includes 232,693 shares held as trustee as described in footnote (4)


<PAGE>12
  above;      11,658  shares to which he  exercises  sole voting and  investment
              power;  and 21,663  shares  held in trust for the benefit of Peter
              Model and his  children  as to which  Peter  Model,  as a trustee,
              shares voting and investment power.

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

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 2000 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 17
of this Form 10-K/A.

  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 17 of this Form 10-K/A. 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)


<PAGE>13


         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, CoreStates Bank, NA,
               Dreshertown Plaza Shopping Center,
               Montgomery County

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

              Lease
    10.3.1    Building leased to Wal-Mart                (10)

              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 2000 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-K  and
                  incorporated herein by reference

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

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


<PAGE>14


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

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

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

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

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

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

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

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

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


  B.                       Reports on Form 8-K
                            None



<PAGE>15

                                   SIGNATURES

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

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

By:__/S/______________________             By:  /S/________________________
        Gary A. Smith                           Cynthia A. Barron
        President                               Chief Accounting Officer
Dated:___6-06-00 _____________             Dated:___6-06-00 _______________
         --------                                   --------

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

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

_______Signature_______       __________Title___________      ____Date___


___/S/_________________                                       __6-07-00__
 Michael J. Flynn             Chairman of the Board
                              Principal Executive Officer
___/S/__________________                                       __6-06-00__
 Gary A. Smith                President
                              Chief Operating Officer
                              Principal Financial Officer
___/S/_________________                                       __6-07-00__
 Milton Cooper                Director

___/S/_________________                                       __6-07-00__
 Allen J. Model               Director

___/S/_________________                                       __6-07-00__
 Wolfgang Traber              Director


<PAGE>16


                         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, 2000 and for the year then ended,  and have issued
our report thereon dated June 21, 2000; such financial statements and report are
included in your 2000 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  a  whole,   present  fairly  in  all  material  respects  the
information set therein.

/S/

Parente Randolph, P.C.
June 21, 2000

Wilkes-Barre, Pennsylvania


<PAGE>17

                        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 accepted 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
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for the opinion expressed above.

As  discussed  in Note 14, the March 31,  1999  financial  statements  have been
restated.


/S/

PricewaterhouseCoopers LLP

June 4, 1999

Philadelphia, Pennsylvania
<PAGE>18

                      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

Philadelphia, Pennsylvania

<PAGE>19

</TABLE>
<TABLE>
<CAPTION>

                             COMBINED SCHEDULE III.

             REAL ESTATE AND ACCUMULATED DEPRECIATION March 31, 2000

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>               <C>
Land located
in N E PA including
various improvements                   1,867,766      49,915          4,142,339

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          2,412,766
Laurens,SC             1,600,000         276,000   1,914,470                  0
TOTAL                  7,300,000       2,924,466   6,801,538          6,867,800




                                    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
                       1,869,711      4,626,270        6,495,981       2,713,433
Corporate Building                      470,907          470,907         251,664

Buildings Leased to
Others Eastern PA
Exchanged Asset-
Shopping Center          780,700      4,661,271        5,441,971       2,663,813
Other                          0      2,412,766        2,412,766       1,247,552
Laurens, SC              276,000      1,914,470        2,190,470         595,612
TOTAL                  2,926,411     14,085,684       17,012,095       7,472,074


</TABLE>

<PAGE>20

<TABLE>
<CAPTION>

                                    COLUMN G        COLUMN H    COLUMN I

                                                                LIFE ON WHICH
                                                                DEPRECIATION
                                    DATE OF          DATE       IN LATEST INCOME
                                    CONTSTRUCTION    ACQUIRED   STATEMENT IS
                                                                COMPUTED
<S>                           <C>                    <C>             <C>

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, 2000,  March 31, 1999 & March
     31, 1998 is as follows:
                                               2000                1999           1998
                                               ----                ----           ----

 Balance at beginning of year            16,159,756          15,927,399     17,477,744
 Additions during year:
 Improvements                               418,407             232,439        181,369
 (reclassify)                               434,015                   0     (1,731,686)
                                         17,012,178          16,159,838     15,927,427
 Deductions during year:
 Cost of real estate sold                        83                  82             28
 Balance at end of year                  17,012,095          16,159,756     15,927,399

(2)  The  aggregate  cost for Federal  Income Tax  purposes at March 31, 2000 is
     $15,549,463

(3)  Activity for the fiscal years ended March 31, 2000,  March 31, 1999 & March
     31, 1998 is as follows:
                                               2000                1999           1998
                                               ----                ----           ----

 Balance at beginning of year             6,754,807           6,366,443      7,029,213
  Additions during year:
  (Reclassification)                        304,923                   0       (920,651)
  Current year depreciation                 412,344             388,364        257,881
  Less  retirements                                                   0              0
 Balance at end of year                   7,472,074           6,754,807      6,366,443


</TABLE>

<PAGE>21



                         BLUE RIDGE REAL ESTATE COMPANY
                             BIG BOULDER CORPORATION

To Our Shareholders,

         The Companies  report net income of $480,640 or $.24 per combined share
for fiscal 2000  compared  to a loss of  <$79,199>  and <$.04> for the  previous
year.  The  prior  year  financial  statement  has been  restated  to  reflect a
different accounting treatment for the PennDOT project.

         The ski areas  experienced a profitable  season with 346,000  visitors.
Skiers and  snowboarders  combined visits totaled  256,000 and snowtubers  added
another  90,000.  Sixty to seventy degree  temperatures in early March caused an
abrupt end to the season. Big Boulder, after closing for the season, initiated a
use for the snow remaining on the slopes.  The ski area hosted a motorcycle hill
climb and a  snowmobile  hill climb,  adding to the total number of visitors for
the season.

         The $800,000  renovation and addition to our Jack Frost's East Mountain
chairlift was well received by our skiing public and Snow Ridge  homeowners.  We
increased  our  uphill  capacity  by 1200  skiers  per hour on our most  popular
slopes.

         Tubing  continues  to  grow  in  popularity  and  has  become  a  major
contributing factor to our ski areas.

         Efforts  to  expand  our  market  are  paying  off  with an  increasing
percentage  of  visitors  from New  York and New  Jersey.  Our  efforts  include
television, billboards and group leader contacts.

         Winter sports  remains our primary  business,  however,  profit centers
introduced  during the non-ski  season have made  sizable  contributions  to the
companies' overall performance.

         Big  Boulder  has  developed  a  reputation  for music  festivals  with
top-rated entertainers.  Our nationally acclaimed Blues Festival is rated as one
of the top  five in the  country  while  the  Pocono  Gathering  and the  Bikers
Festival continue to grow in popularity and attendance.

         Jack  Frost's  summer  operations  cater  to the 12 to 25 year old echo
boomer market with extreme sports.

         During fiscal 2000, we introduced Traxx, a motocross and ATV park. This
facility contains four separate areas that represent  different riding abilities
plus an enduro trail.  The park has been well received and has  introduced  Jack
Frost to a new customer  base.  Attendance  at this  motocross  complex is young
families.

         Our Splatter  Paintball  Games,  In-line  Skate Park and Mountain  Bike
Center attract  customers to Jack Frost Mountain  during the spring,  summer and
fall months.

         The  Fernridge  Campground  with 225  sites,  including  25  wilderness
cabins,  continues  to grow in  occupancy,  primarily  because of Big  Boulder's
festivals and the NASCAR races at the  neighboring  Pocono  Track.  We are cross
selling accommodations at the campground with Traxx and Splatter.

         The Pennsylvania  Department of Transportation's  (PennDOT) plans for a
rest area on  Interstate  80 in our Core Area is moving  forward  with a planned
contract  letting this fall. Our company's  involvement is to build a sewer line
from our Jack Frost Mountain plant to the rest area and provide service. This is
an $841,000 project with completion scheduled this summer.

         The growth in cellular  communication has created an opportunity for us
in the form of leased space on towers.  The companies'  vast  landholdings  have
strategic  locations for communication  sites. Four towers have been constructed
with municipal approval for a fifth tower adjacent to our Fernridge  Campground.
Leases with major wireless communication companies have been secured.

         We continue to explore  possible  real estate  ventures in an effort to
realize the companies' major potential, i.e. future development opportunities of
its large  landholdings.  Municipal  approval for home sites adjacent to our ski
areas  and  permits  for a golf  course  are in place.  Municipal  sewage is now
available  to company  lands  located at the  intersection  of the  Pennsylvania
Turnpike and Interstate 80.

         The growth and success of our  companies is a result of the  creativity
and dedication of our employees.  I would like to thank them for their hard work
and loyalty throughout the year.

                                                 Gary A. Smith
                                                 President
Blakeslee, Pennsylvania
June 16, 2000

<PAGE>22
<TABLE>
<CAPTION>


                 BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
                                       AND
                    BIG BOULDER CORPORATION AND SUBSIDIARIES
                             COMBINED BALANCE SHEETS
                             March 31, 2000 and 1999
ASSETS                                             2000              1999
<S>                                         <C>             <C>

Current Assets:
  Cash and cash equivalents (all funds are
   interest bearing)                           2,553,510       $2,707,188
      Accounts receivable                        448,838          559,678
   Inventories                                   213,215          283,946
   Prepaid expenses and other current assets     620,284          674,448
     Total current assets                      3,835,847        4,225,260
 Other non-current assets                              0           36,797
Properties:
Land, principally unimproved (19,873
 and 19,875, respectively, acres per
 land ledger)                                  1,869,709        1,867,655
 Land improvements, buildings and equipment   52,025,096       50,533,623
                                              53,894,805       52,401,278
Less accumulated depreciation & amortization  33,774,181       32,855,580
                                              20,120,624       19,545,698
                                             $23,956,471      $23,807,755

LIABILITIES AND SHAREHOLDERS' EQUITY                2000             1999
Current liabilities:
Current installments of long-term debt          $842,152       $  461,609
Accounts and other payables                      410,430          861,740
Accrued claims                                    46,601           68,943
Accrued income taxes                             293,113          168,517
Accrued pension expense                          494,837          329,334
Accrued liabilities                              659,800          676,585
Deferred revenue                                 216,899          328,207
 Total current liabilities                     2,963,832        2,894,935
Long-term debt, less current installments      7,976,642        8,338,296
Deferred income taxes                          2,149,945        2,192,945
Deferred income                                  502,433          248,187
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             10,031,343        9,550,703
                                              12,152,535       11,671,895
Less cost of 250,790 and 225,190 shares of
capital stock in treasury as of March 31,
2000 and 1999, respectively                    1,788,916        1,538,503
                                              10,363,619       10,133,392
                                             $23,956,471      $23,807,755

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

</TABLE>

<PAGE>23

<TABLE>
<CAPTION>


                 BLUE RIDGE REAL ESTATE COMPANY AND SUBSIDIARIES
                                       AND
                    BIG BOULDER CORPORATION AND SUBSIDIARIES
                      COMBINED STATEMENTS OF OPERATIONS AND
                        EARNINGS RETAINED IN THE BUSINESS
                 for the years ended March 31, 2000,1999 & 1998

<S>                                     <C>               <C>              <C>
                                                2000               1999           1998
Revenues:
         Ski operations                  $11,565,643        $11,124,018     $12,298,893
         Real estate management            5,417,962          4,926,533       4,610,779
         Rental income                     1,903,314          1,736,929       1,746,323
                                          18,886,919         17,787,480      18,655,995
Costs and expenses:
         Ski operations                   11,135,115         11,293,011      11,395,132
         Real estate management            4,798,647          4,230,279       3,941,009
         Rental income                       936,870            868,536         826,504
         General and administration        1,084,649          1,064,167       1,068,163
                                          17,955,281         17,455,993      17,230,808
         Income from operations              931,638            331,487       1,425,187

Other income (expense):
         Interest and other income          620,203             246,745         131,397
         Interest expense                  (732,201)           (698,913)       (818,994)
                                           (111,998)           (452,168)       (687,597)

Income (loss)before income taxes            819,640            (120,681)        737,590

Provision(credit)for income taxes:
         Current                            382,000)            144,357         248,927
         Deferred                           (43,000)           (185,839)         94,070
                                            339,000             (41,482)        342,997

Net income (loss), as restated in 1999      480,640             (79,199)        394,593

Earnings retained in business:
         Beginning of year                9,550,703           9,629,902       9,235,309
         End of year                    $10,031,343          $9,550,703      $9,629,902

Basic and diluted earnings (loss)per
 weighted average combined share
 as restated in 1999                          $0.24              ($0.04)          $0.20


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

</TABLE>
<PAGE>24

<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, 2000, 1999 & 1998


                                                     2000          1999              1998
                                                     ----          ----              ----
<S>                                           <C>          <C>          <C>
Cash Flows From Operating Activities:
 Net income (loss)                               $480,640      ($79,199)         $394,593
 Adjustments to reconcile net income (loss)
   to net cash provided by
   operating activities:
Depreciation and amortization                   1,921,237     2,003,891         2,059,272
 Deferred income taxes                            (43,000)     (102,471)           94,070
Gain on sale of assets                            (19,006)       (4,930)          (33,746)
 Changes in operating assets and liabilities:
   Accounts receivable                            110,840        35,178          (164,228)
   Refundable income taxes                              0         8,614            14,532
   Prepaid expenses & other current assets        161,692)     (251,671)          166,428
   Accounts payable & accrued liabilities        (324,934)      497,289            47,746
   Accrued income taxes                           124,596)      (99,368)          129,319
   Deferred revenue                              (111,308)       91,609            44,042
Net cash provided by operating  activities      2,300,757     2,098,942         2,752,028
 Cash Flows From (used in)
 Investing Activities:
   Marketable securities                                0             0           303,096
   Deferred income                                254,246       248,187                 0
   Proceeds from disposition of assets             19,089        16,150            33,773
   Additions to properties                     (2,496,246)   (1,763,597)       (1,804,696)
Net cash used in investing activities          (2,222,911)   (1,499,260)       (1,467,827)
Cash Flows From (used in) Financing
   Activities:
   Borrowings under short-term financi          2,550,000     1,950,000         2,000,000
   Payment of short-term financing             (2,550,000)   (1,950,000)       (2,000,000)
   Additions to long-term debt                    800,000             0         5,331,999
   Payment of long-term debt                     (781,111)     (491,004)       (5,819,521)
   Purchase of treasury stock                    (250,413)     (201,267)          (81,003)
Net cash used in financing activities            (231,524)     (692,271)         (568,525)
Net increase (decrease) in cash & cash
   equivalents                                   (153,678)      (92,589)          715,676
Cash & cash equivalents, beginning of year      2,707,188     2,799,777         2,084,101
Cash & cash equivalents, end of year           $2,553,510    $2,707,188        $2,799,777

Supplemental disclosures of cash flow information: Cash paid during year for:
   Interest                                      $732,458      $714,107          $826,330
   Income taxes                                  $335,395      $214,100          $141,898


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


<PAGE>25
                     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 its  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 difference between the carrying value and the
fair value of the asset. No such losses were recognized in the three years ended
March 31, 2000.


<PAGE>26

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 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.
ADVERTISING COSTS:
         Advertising  costs are charged when incurred.  Advertising  expense for
the years ended March 31, 2000,  1999 and 1998 was  $1,488,268,  $1,580,385  and
$1,487,194, 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.


<PAGE>27
<TABLE>
<CAPTION>

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,
2000, 1999 and 1998 and for each of the periods then ended is as follows:

                                            BLUE RIDGE AND SUBSIDIARIES
-------------------------------------------------------------------------------
                                      2000          1999           1998
-------------------------------------------------------------------------------
<S>                          <C>             <C>          <C>

FINANCIAL POSITION:
Current assets                  $1,293,937    $1,839,683     $1,902,941
Total assets                    16,237,715    16,096,555    15,896,492
Current liabilities              2,523,048     2,403,281     1,864,255
Shareholders'equity              4,445,461     4,384,868     4,699,630
OPERATIONS:
Revenues                        11,798,218    11,468,148    10,914,914
Income(loss)before taxes           464,004      (185,036)       94,741
Provision(credit)for
 income taxes                      153,000       (71,540)      110,495
Net income (loss)                  311,004      (113,496)      (15,754)
                  BIG BOULDER AND SUBSIDIARIES
-------------------------------------------------------------------------------
                                      2000          1999          1998
------------------------------------------------------------------------------
Current assets                  $2,541,910    $2,385,577    $2,207,029
Total assets                     7,718,756     7,711,200     8,047,488
Current liabilities                440,784       491,654       537,044
Shareholders'equity              5,918,158     5,748,524     5,714,228
OPERATIONS:
Revenues                         7,088,701     6,319,332     7,741,081
Income(loss)before taxes           355,636        64,355       642,849
Provision(credit)for
 income taxes                      186,000        30,058       232,502
Net income (loss)                  169,636        34,297       410,347

3.  SHORT-TERM FINANCING:
         At March 31, 2000, Blue Ridge had an unused line of credit  aggregating
$2,000,000 available for short-term  financing,  expiring August 31, 2000, which
management expects to be renewed. The line of credit bears interest at .25% less
than the prime rate.

4.  LONG-TERM DEBT:
        Long-term debt as of March 31, 2000 and 1999 consists of the following:
                                                             2000           1999
Mortgage note payable to bank, interest is LIBOR
plus 160 basis points (7.73% at March 31,
2000) payable monthly with principal
reduction of $18,000 through August 2001.               5,138,999     5,298,499

Mortgage note payable to bank, interest at
80% of the bank's prime rate (7.0% at
March 31, 2000) payable in monthly installments
of $24,187 through Fiscal 2005                          1,572,168     1,862,414

Mortgage note payable to insurance company,
interest fixed at 10.5% payable in monthly
installments of $15,351 including interest
through Fiscal 2014                                     1,337,642     1,379,007

</TABLE>

<PAGE>28

<TABLE>
<CAPTION>
<S>                               <C>              <C>              <C>
                                                            2000            1999
                                                            ----            ----
Mortgage  note payable to bank,  interest
at 7% payable  monthly with  principle
reduction at $32,500 per month December to
March through 2001                                       129,985         259,985

Mortgage note payable to bank,  interest at
6.84% payable monthly with principle
reduction at $40,000 per month December to
March through 2004                                       640,000               0
                                                       8,818,794       8,799,905
Less current installments                                842,152         461,609
                                                      $7,976,642       8,338,296

Properties at cost,  which have been pledged as collateral  for long-term  debt,
include the following at March 31, 2000:
 Investment properties leased to others                                7,650,111
 Ski facilities                                                       19,783,966

The aggregate amount of long-term debt maturing in each of the five years ending
subsequent to March 31, 2000, is as follows:  2001-$842,152;  2002-  $5,424,227;
2003-$506,847; 2004-$513,085; 2005-$360,010.

5.  INCOME TAXES:
         The provision (credit) for income taxes is as follows:
                                            2000          1999          1998
                                            ----          ----          ----
Currently payable
   Federal                              $382,000      $141,749      $246,896
   State                                       0         2,608         2,031
                                         382,000       144,357       248,927
Deferred:
   Federal                               (43,000)     (185,839)       94,070
   State                                       0             0             0
                                         (43,000)     (185,839)       94,070
                                        $339,000)     ($41,482)     $342,997

A reconciliation  between the amount computed using the statutory federal income
tax rate and the provision (credit) for income taxes is as follows:
                                            2000            1999        1998
                                            ----            ----        ----
Computed at statutory rate              $279,000      ($41,032)     $248,272
State net operating losses
subject to valuation allowance            46,000             0        27,311
State income taxes, net of federal
 income tax                                    0         1,721         1,341
Other                                      6,000         5,228             0
AMT (utilization) tax                      8,000        (7,399)       66,073
Provision (credit) for income taxes    ($339,000)     ($41,482)     $342,997

The  components of the deferred tax assets and  liabilities as of March 31, 2000
and 1999 are as follows:
                                                     2000          1999
                                                     ----          ----
Deferred tax asset:
 Reimbursement of cost of sewer line (note 14)   $201,275       $99,275
 Accrued expenses                                  52,472       $74,897
 Net operating loss and AMT credit carryforward   653,977       563,948
 Contribution carryforward                          1,073         1,384
                                                  908,797       739,504
 Less valuation allowance                        (297,336)     (170,702)
                                                  611,461       568,802
Deferred tax liability:
 Depreciation                                  (2,761,406)   (2,761,747)
                                               (2,761,406)   (2,761,747)
 Net deferred tax liability                   ($2,149,945)  ($2,192,945)


At March 31, 2000, the Companies have $385,048 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 $3,317,268  which start to
expire  between  Fiscal 2001 and 2010.  The  valuation  allowance  increased  by
$126,634 during Fiscal 2000 due to additional  state net operating  losses which
are not expected to be utilized.
</TABLE>

<PAGE>29
<TABLE>
<CAPTION>
<S>                                          <C>         <C>        <C>
6.  PENSION BENEFITS:

ASSUMPTIONS                                        2000          1999      1998
-----------                                        ----          ----      ----
Discount Rates used to determine projected
benefit obligations as of March 31,                7.50%         6.75%     7.00%
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%

CHANGE IN BENEFIT OBLIGATION                       2000          1999

Benefit obligation at beginning of year      $3,102,102    $2,708,402
Service cost (net of expenses)                  216,936       184,417
Interest cost                                   208,672       186,169
Plan amendments                                       0             0
Actuarial (gain) loss                          (322,519)      161,653
Benefit payments                               (139,976)     (138,539)
Benefit obligation at end of year            $3,065,215    $3,102,102

CHANGE IN PLAN ASSETS                              2000          1999
Fair value of plan assets at
 beginning of year                           $3,145,730    $3,070,947
Actual return on plan assets                    491,996       243,655
Employer contributions                                0             0
Benefits paid                                  (139,976)     (138,539)
Actual expenses paid during the year            (23,929)      (30,333)
Fair value of plan assets at end of year     $3,473,821    $3,145,730

RECONCILIATION OF FUNDED STATUS OF THE PLAN        2000          1999

Funded status at end of year                   $408,606       $43,628
Unrecognized transition obligation              111,652       120,132
Unrecognized net prior service cost               9,881        10,492
Unrecognized net actuarial gain              (1,025,015)     (501,089)
Net amount recognized at end of year          ($494,876)    ($326,837)

COMPONENTS OF NET PERIODIC BENEFIT COST            2000          1999       1998
                                                   ----          ----       ----
Service Cost                                   $240,936       240,717    177,661
Interest Cost                                   208,672       186,169    170,907
Expected return of plan assets                  282,286       250,562    194,539

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 gain               (8,374)      (19,911)   (12,463)
  Net amortization and deferral                $    717      ($10,820)   ($3,372)
Total net periodic pension cost                $168,039      $165,504   $150,657
</TABLE>
<PAGE>30

<TABLE>
<CAPTION>

7.  PROPERTIES:
Properties consist of the following at
 March 31, 2000 and 1999:
                                                 2000              1999
<S>                                        <C>             <C>
                                                 ----              ----
Land, principally unimproved                 $1,869,709      $1,867,655
Land improvements                             4,626,270       3,879,885
Corporate buildings                             470,907         470,907
Buildings leased to others                   10,076,083      10,035,091
Ski facilities:
 Land                                             4,552           4,552
 Land improvements                            8,769,371       7,107,257
 Buildings                                    6,515,956       7,405,053
Machinery & equipment                        19,163,807      19,267,786
Equipment & furnishings                       2,398,150       2,363,092
                                             53,894,805      52,401,278
Less accumulated depreciation                33,774,181      32,855,580
                                            $20,120,624     $19,545,698

Buildings  leased to others  include land of $1,056,700 at March 31, 2000,
 1999 and 1998.

8.  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 3.62 years with options for renewal. A store has been net leased until
January  2014.  Information  concerning  rental  properties  and minimum  future
rentals under current leases as of March 31, 2000, is as follows:

                                    Properties Subject To Lease
                                                         Accumulated
                                         Cost           Depreciation
Investment properties leased to
   others                               $7,956,599         $3,332,328
Land and land improvements               3,980,540          1,178,647
Minimum future rentals:
 Fiscal years ending March 31:    2001   1,643,397
                                  2002   1,200,090
                                  2003   1,121,414
                                  2004   1,001,436
                                  2005     855,838
                            Thereafter  10,046,580*
                                       $15,868,755
*Includes  $1,422,750 under a land lease expiring in 2072 and $1,708,250 under a
net  lease  for a store  expiring  in 2014.  There  were no  contingent  rentals
included in income for Fiscal 2000, 1999 or 1998.

</TABLE>

<PAGE>31
<TABLE>
<CAPTION>
9.  FAIR VALUE:
         The  Companies  have  estimated  the  fair  value  of  their  financial
instruments at March 31, 2000 and 1999 as follows:  The carrying  values of cash
and cash equivalents, accounts receivable, accounts payable and accrued expenses
are reasonable  estimates of their fair values.  The carrying values of variable
and fixed rate  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 remaining maturities.

10.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
         The  results of  operations  for each of the  quarters  in the last two
years are presented below.
<S>      <C>                <C>              <C>            <C>

                               INCOME(LOSS)  NET              NET
           OPERATING           FROM          INCOME (LOSS)    INCOME (LOSS)
QUARTER    REVENUES            OPERATIONS    AS REPORTED      ADJUSTED
2000
1st       $1,531,989         ($83,551)       ($61,131)       $(87,119)
2nd        2,860,457          610,202         495,638         424,036
3rd        3,715,629          (77,467)          3,731         (50,925)
4th       10,778,844          482,454         194,648         194,648
         $18,886,919         $931,638        $632,886        $480,640

                           EARNINGS(LOSS)              EARNINGS (LOSS)
                           PER WEIGHTED                PER WEIGHTED
                           AVG. COMBINED               AVG.COMBINED
                              SHARE                      SHARE
QUARTER                    AS REPORTED                 ADJUSTED
2000
                               ($0.03)                  ($0.05)
                                 0.25                     0.22
                                (0.00)                   (0.03)
                                (0.14)                    0.10
                                $0.08                    $0.24

                               INCOME(LOSS)      NET              NET
               OPERATING         FROM          INCOME (LOSS)     INCOME (LOSS)
QUARTER        REVENUES        OPERATIONS      AS REPORTED       ADJUSTED
1999
1st           $1,463,539       $(121,966)      $(152,464)       ($152,464)
2nd            2,500,389         558,192         365,807          280,097
3rd            3,354,271        (324,569)       (215,487)        (279,138)
4th           10,469,281         219,830         155,225           72,306
             $17,787,480        $331,487        $153,081         $(79,199)

                           EARNINGS(LOSS)              EARNINGS (LOSS)
                           PER WEIGHTED                PER WEIGHTED
                           AVG. COMBINED               AVG.COMBINED
                              SHARE                      SHARE
QUARTER                    AS REPORTED                 ADJUSTED
2000
                               ($0.08)                  ($0.08)
                                 0.18                     0.14
                                (0.11)                   (0.14)
                                 0.09                     0.04
                                $0.08                   ($0.04)


</TABLE>

<PAGE>32


     The quarterly  results of operations for 2000 and 1999 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 net income and earnings per share have been  adjusted  quarterly to
reflect the  reclassification of the previously  reported  extraordinary item as
referenced in note 14.

11.  BUSINESS SEGMENT INFORMATION:
         The following information is presented in accordance with SFAS No. 131,
"Disclosures  about  Segments  of an  Enterprise  and Related  Information."  In
accordance with SFAS No. 131, the Companies'  business  segments were determined
from the Companies' internal  organization and management  reporting,  which are
based primarily on differences in services.
         The Companies and the subsidiaries,  under SFAS No.131,  operate in two
business segments consisting of the following:


SKI OPERATIONS:
         Two  ski  areas  located  in  the  Pocono   Mountains  of  Northeastern
Pennsylvania.

REAL ESTATE MANAGEMENT/RENTAL OPERATIONS:
         Investment  properties leased to others located in Eastern Pennsylvania
and South Carolina,  fees from managing investor-owned  properties,  principally
resort  homes,  recreational  club  activities  and  services to the trusts that
operate  resort  communities,  sales of land  held  for  resale  and  investment
purposes, and rental of land and land improvements.

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

                                       3/31/00      03/31/99      03/31/98
Revenues:
 Ski operations                    $11,565,643   $11,124,018    $12,298,893
 Real estate management/
  Rental operations                  7,321,276     6,663,462      6,357,102
                                   $18,886,919   $17,787,480    $18,655,995

Income:(loss)
 Ski operations                       $430,528     ($168,993)    $  903,761
 Real estate management/
 Rental operations                   1,585,759     1,564,647      1,589,589
                                    $2,016,287    $1,395,654     $2,493,350

General & administrative expenses:
 Ski Operations                      ($661,636)    ($670,425)     ($672,943)
 Real estate management/
 Rental operations                    (423,013)     (393,742)      (395,220)
                                   ($1,084,649)  ($1,064,167)   ($1,068,163)


</TABLE>

<PAGE>33
<TABLE>
<CAPTION>

<S>                               <C>           <C>            <C>

Interest and other income:
 Ski Operations                       $378,324      $155,449        $82,780
 Real estate management/
 Rental operations                     241,879        91,296         48,617
                                      $620,203      $246,745       $131,397

Interest expense:
 Ski operations                      ($446,643)    ($440,315)     ($515,966)
 Real estate management/
 rental operations                    (285,558)     (258,598)      (303,028)
                                     ($732,201)    ($698,913)     ($818,994)

Income (loss) before income taxes,
 as restated in 1999:                 $819,640     ($120,681)      $737,590


    In Fiscal 2000,  1999 and 1998, no one customer  represented  10% or more of
total revenues.

     Identifiable  assets,  net of accumulated  depreciation  at March 31, 2000,
1999 and 1998 and  depreciation  expense and capital  expenditures for the years
then ended by Business segment are as follows:

                                   Identifiable  Depreciation      Capital
      2000                            Assets       Expense      Expenditure
Ski Operations                     $11,480,288    $1,397,361    $2,080,192
Real Estate Management/Rental
 Operations                         11,079,448       426,243       330,347
Other Corporate                      1,396,735        97,633        85,707
                       Total       $23,956,471    $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

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

12.  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  $1,290,000 at
March 31, 2000.

</TABLE>

<PAGE>34


13.  STOCK OPTIONS AND CAPITAL STOCK:
         The Board of Directors has  authorized the repurchase of the Companies'
common stock in the open market from time to time. As of March 31, 2000, 250,790
shares have been  repurchased.  In Fiscal 2000,  25,600 shares were repurchased.
19,056 shares were repurchased in Fiscal 1999 and 12,000 shares were repurchased
in Fiscal 1998.
         In Fiscal 1998.  the Chairman of the Board of the Companies was granted
options for 35,000 shares of the Companies' common stock at $6.75 per share. Ten
thousand  options  were  granted in 1993 and 25,000 in July  1997.  The  options
expire July 1, 2003.  The option price of $6.75 was equal to the market value on
the dates of grant.
         The  Companies  apply  Accounting  Principles  Board Opinion 25 and the
related  interpretations  in  accounting  for  the  options.   Accordingly,   no
compensation  cost has been recognized in the financial  statements  relative to
these options.  Had compensation cost for the Companies' options been determined
consistent  with Financial  Accounting  Standards  Board  Statement No. 123, the
Companies'  net income and  earnings  per share  would have been  reduced to the
proforma amounts indicated below, based on the following assumptions:
         The fair value of the 1998  option  grant is  estimated  on the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
weighted-average assumptions for 1998: dividend yield of 0%; expected volatility
of 37.8%; risk free interest rate of 6.4%, and expected life of 6 years.
                                       1998
Net Income:
  As reported                      $394,593
  Pro Forma                        $340,879
Basic earnings per share:
  As reported                         $0.20
  Pro Forma                           $0.17
Diluted earnings per share:
  As reported                         $0.20
  Pro Forma                           $0.17
<TABLE>
<CAPTION>
<S>                          <C>     <C>     <C>     <C>      <C>      <C>

Option  activity  during the periods  ended March 31, 2000,  1999 and 1998 is as
follows:
                             2000             1999             1998
                                     Exercise         Exercise         Exercise
                             Shares   Price   Shares   Price   Shares   Price

Outstanding at beginning
      of year:               35,000   $6.75   35,000   $6.75   10,000   $6.75
Granted                           -       -        -       -   25,000   $6.75
Exercised                         -       -        -       -        -       -
Canceled                          -       -        -       -        -       -
Outstanding at end of year   35,000   $6.75   35,000   $6.75   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   $-              $-             $3.26

All 35,000  options  outstanding  are  exercisable at $6.75 per share and have a
remaining contractual life of 3.25 years.

</TABLE>

<PAGE>35
14.  RESTATEMENT:
         In  1999,  the  Companies  under  a  contract  with  the   Pennsylvania
Department of Transportation  ("PDOT"),  began  construction of a two-mile sewer
line from the Jack Frost treatment  plant to a rest station on Interstate  Route
80. The total  estimated  construction  budget for the project is $841,832  plus
reimbursement  of estimated  income taxes of $567,628.  The Companies  expect to
complete  construction in fiscal year 2001. The Companies received $413,644 from
PDOT in 1999 and recorded the amount,  net of estimated  income taxes of $72,162
as an extraordinary  item. During the fourth quarter of Fiscal 2000,  management
determined that the amounts  received under the contract related to construction
of the sewer line should be deferred and recognized as income over the period in
which  depreciation  on  those  assets  is  charged.   The  amounts  related  to
reimbursement  of  income  taxes  and  non-capital  overhead  expenses  will  be
recognized  as  income in the  periods  in which the  related  income  taxes and
overhead expenses are incurred. Accordingly, results of operations for 1999 have
been restated  decreasing net income by $232,280 ($.12 per share), net of income
taxes of approximately $16,000.
         The Companies received $771,786 in Fiscal 2000 as taxable reimbursement
for construction costs.  $254,246,  net of reimbursed estimated income taxes and
overhead expenses of $517,540,  has been deferred.  The cumulative proceeds (net
of  reimbursed  estimated  income taxes and  overhead  expenses) of $248,187 and
$502,433  as of March 31,  1999 and 2000,  respectively,  have been  reported as
Deferred  income in the  accompanying  Combined  Balance  Sheets.  Other  income
includes  $517,540 in 2000 and  $155,000  in 1999  related to  reimbursement  of
related income taxes and overhead  expenses.  Construction  cost  capitalized of
$502,433 as of March 31, 2000 is recorded in Land  Improvements,  Buildings  and
Equipment.
15.  PER SHARE DATA:
Earnings per share and computed as follows:
<TABLE>
<CAPTION>
                                           2000         1999            1998
<S>                                 <C>           <C>           <C>

Net Earnings                           $480,640     ($79,199)       $394,593
Weighted average combined
shares of common stock out-
standing used to compute basic
earnings per combined
common share                          1,962,491    1,980,706       1,993,014
Additional  combined  common
shares to be  issued  assuming
exercise  of stock options, net
of combined shares assumed
reacquired                               10,295       12,346           8,029

Combined shares used to compute
dilutive effect of stock
option                                1,972,786    1,993,052       2,001,043

Basic and diluted earnings per
combined common share                     $0.24       ($0.04)          $0.20


</TABLE>

<PAGE>37
                          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, 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 audit.  The combined  financial  statements of the Companies as of March 31,
1999 and 1998 were  audited by other  auditors  whose  report dated June 4, 1999
expressed an unqualified  opinion on those statements.  As discussed in Note 14,
the Companies have restated their 1999 financial statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

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

Parente Randolph, P.C.
June 21, 2000

PRICE RANGE OF COMMON SHARES AND DIVIDEND INFORMATION

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

         The  following  sets forth the high asked and low price  quotations  as
reported on the  monthly  statistical  reports of the  National  Association  of
Securities Dealers,  Inc. for Fiscal Years 2000 and 1999. No dividends were paid
on common stock in either Fiscal Year.
             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


<PAGE>37


             FISCAL YEAR 1999                  HIGH        LOW
                                               ASKED        BID
                First Quarter                 12.375     10.500
               Second Quarter                 12.375     10.375
                Third Quarter                 11.250      9.000
               Fourth Quarter                 10.500      9.375

         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, 2000 and 1999 were 636 and 659, 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>

                                              2000          1999          1998
                                              ----          ----          ----
Revenues                               $18,886,919    $17,787,480  $18,655,995
Net income(loss)                           480,640        (79,199)     394,593
Net income(loss)per combined share           $0.24         ($0.04)       $0.20
Cash dividends per combined share                0              0            0
Weighted average number of
 combined shares outstanding             1,962,491      1,980,706    1,993,014
Total assets                            23,956,471     23,807,755   23,943,980
Long-term debt                           8,818,794      8,799,905    9,290,909
Shareholders' equity                    10,363,619     10,133,392   10,413,858

                                                             1997         1996
                                                             ----         ----
Revenues                                              $16,038,000  $15,308,986
Net income(loss)                                          486,806       43,263
Net income(loss)per combined share                          $0.24        $0.02
Cash dividends per combined share                               0            0
Weighted average number of
 combined shares outstanding                            2,004,014    2,004,014
Total assets                                           23,802,737   23,209,690
Long-term debt                                          9,778,431    9,694,167
Shareholders' equity                                   10,100,268    9,613,462
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
RESULTS OF OPERATIONS
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 a decrease

<PAGE>38

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 operation 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(59%) 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
RESULTS OF OPERATIONS
FISCAL 1999 VERSUS FISCAL 1998
         For Fiscal Year ended March 31, 1999,  the Companies  reported net loss
of  ($79,199)  or ($.04) per  combined  share as  compared  with a net income of
$394,593 or $.20 per combined share for Fiscal 1998.
     Combined  revenue of  $17,787,480  represents  a decrease of $868,515 or 5%
when compared to Fiscal 1998.
         Ski Operations  decreased $1,174,875 or 10%, and Real Estate Management
Operations increased $306,360 or 5% when compared to Fiscal 1998.
         The Ski  Operations had  approximately  257,000 skiers visit our slopes
compared to 293,000  skier  visits last  season.  The  decrease of 36,000  skier
visits represents a 12% decrease. Revenue per skier was $27 compared to $28 last
season for a decrease of $1.00 or 2%. Tubing operations had approximately 86,000
tuber visits compared to 92,000 tuber visits last season.  The decrease of 6,000
tuber visits represents a 7% decrease.  Revenue per tuber was $13.95 compared to
$13.27 last season for an increase of $.68 or 5%. The ski areas  operated  for a
combined  total  of 179 days  compared  to 208 days  last  season.  The food and
beverage  operation  at the ski  areas  contributed  revenue  of $7.66 per skier
visit. The retail shop operation at the ski areas  contributed  revenue of $2.16
per skier visit compared to $1.83 the previous season.
         The Real Estate Management  Operations  increase is attributed to fewer
vacancies in investment properties(35%), festival revenues(37%), leasing


<PAGE>39
     commissions in resort  communities(12%),  fees for services provided to the
Trust of the resort  communities(12%),  and fishing and hunting leases(4%).  The
increases  were offset by a decrease in  commissions  for resale of homes in our
resort communities. Disposition of properties occur sporadically and do not
follow any  pattern  during the fiscal  year.  No major land sales  occurred  in
Fiscal 1999 or Fiscal 1998.
         Operating costs  associated  with Ski Operations  decreased by $102,121
when compared to Fiscal 1998. This decrease is attributed to decreased personnel
costs due to a reduction in the number of operating days.
         Operating  costs  associated  with Real  Estate  Management  Operations
increased by $289,270 when compared to Fiscal 1998.  This increase is attributed
to  increased   expenses  related  to  summer   activities  and  the  investment
properties.  General  and  Administration  expenses  decreased  by  $3,996  when
compared to Fiscal 1998. The decrease is  attributable to a decrease in supplies
and services.
         Interest and Other Income increased by $115,348 when compared to Fiscal
1998. This increase is attributable to a reclass of reimbursed  estimated income
taxes and overhead expenses related to the construction of the sewer line.
         Interest  expense  decreased by $120,081  when compared to Fiscal 1998.
This decrease is attributable to a reduction of debt.
         The  effective  Tax Rate for  Fiscal  1999 and 1998 was 34.4% and 46.5%
respectively.

LIQUIDITY AND CAPITAL RESOURCES
     The  Combined  Statement  of Cash  Flows  reflects  net  cash  provided  by
operating activities of $2,300,757,  $2,098,942,  and $2,752,028 in Fiscal 2000,
1999 and 1998 respectively.
     The major capital  investments made in Fiscal 2000 were the construction of
the TRAXX  Motocross  Park,  upgrade  of the East  Mountain  Lift at Jack  Frost
Mountain and the purchase of new  ticketing  computer  equipment.  The motocross
park and the new computer  equipment were financed wholly from working cash. The
lift upgrade was  financed by a mortgage  note payable in the amount of $800,000
as detailed in Note 4 of the combined  financial  statements.  The Companies are
also investing  working  capital in the  construction  of various  communication
towers, all of which have proposed and/or confirmed tenants.
     During Fiscal 2002 a mortgage note payable to First Union  National Bank in
the amount of $4,851,000  comes due. The Companies  intend to refinance the note
and will  actively  seek a loan  commitment  from the current  lender for such a
refinancing.  The  companies  fully expect the  refinancing  to be  accomplished
during Fiscal 2001. . During Fiscal 2000, the Companies  borrowed  against their
$2,000,000  line of credit for a period of five months in varying amounts with a
maximum of $1,900,000.  During Fiscal 1999, the Companies borrowed against their
$2,000,000  line of credit for a period of five months in varying amounts with a
maximum of  $1,850,000.  The rate of interest  is one quarter of one  percentage
point (0.25%) less than the Prime Rate.

MOVING FORWARD

         A motocross park is being developed on 50 acres of Company land at Jack
Frost  Mountain.  This  facility  will  include four riding areas from a child's
riding section for 5 to 9 year olds to an expert track.  An Enduro Trail and All
Terrain Vehicle (ATV) rental area are in place. This complex is expected to be a
significant revenue generator during the non-ski months.

         The Companies are also investing in  communication  towers at strategic
locations on its lands.

<PAGE>40


BOARD OF DIRECTORS
         Milton Cooper
                  Chairman, Kimco Realty Corporation;
                  Director, Getty Petroleum Corp.;
                  Director, Kimco Realty Corporation
         Michael J. Flynn
                  Chairman of the Board of the Companies;
                  Vice Chairman and Director, Kimco Realty Corporation
         Allen J. Model
                  Private Investor, Model Entities
         Wolfgang Traber
                  Chairman of the Board, Hanseatic Corporation & Co. N.Y.
         The above Directors serve both Companies.

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



TRANSFER AGENT
         Summit Bank, Hackensack, New Jersey


INDEPENDENT ACCOUNTANTS
         Parente Randolph, PC, Wilkes Barre, Pennsylvania



<PAGE>41

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  2000 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
                  18,841 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
         TRAXX, Motocross, ATV and BMX Park
         Splatter (Paintball game)
         Wheels, In-Line Skate and Board Park
         Hub, Mountain Bike Facility


<PAGE>42