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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended April 30, 2004

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from.......... to..........

                                         Blue Ridge 0-28-44

                    Commission File No.: Big Boulder 0-28-43

                         BLUE RIDGE REAL ESTATE COMPANY

                            BIG BOULDER CORPORATION

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

Registrant's telephone number, including area code:  (570)-443-8433

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

YES     X        NO        

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES              NO      X  

     Indicate the number of shares  outstanding of each of the issuer's  classes of common stock, as of the close of the period of this report:

              Class                      Outstanding at April 30, 2004

Common Stock, without par value,                    1,916,130   

stated value $.30 per combined share*

*Under a Security Combination Agreement between Blue Ridge Real Estate Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (referred to as 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-Q is being filed.  Except as otherwise indicated, all information applies to both Corporations.

                                          INDEX

                                                                     Page No.

PART I - FINANCIAL INFORMATION

     Item 1-Financial Statements

           Combined Condensed Balance Sheets

           April 30, 2004 and October 31, 2003                         1 & 2

          Combined Condensed Statements of

           Operations – Three and Six Months

           ended April 30, 2004 and 2003                                   3

          Combined Condensed Statements of

           Cash Flows - Six Months Ended

           April 30, 2004 and 2003                                         4

          Notes to Financial Statements                       5,6,7,8,9 & 10

     Item 2-Management's Discussion and Analysis

           of Financial Condition and Results

           of Operations                              11,12,13,14,15,16 & 17

     Item 3–Quantitative and Qualitative Disclosures

           about Market Risk                                              17

     Item 4–Controls and Procedures                                       17

PART II - OTHER INFORMATION

          Item 4-Submission of Matters to a Vote of

                Security Holders                                          17

          Item 6-Exhibits and Reports on Form 8-K                         18

          Signatures                                                      19

                BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

                    BIG BOULDER CORPORATION AND SUBSIDIARIES

                       COMBINED CONDENSED BALANCE SHEETS

See accompanying notes to unaudited financial statements.   

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LIABILITIES AND SHAREHOLDERS' EQUITY

See accompanying notes to unaudited financial statements.

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                BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

                    BIG BOULDER CORPORATION and SUBSIDIARIES

                  COMBINED CONDENSED STATEMENTS OF OPERATIONS

               THREE AND SIX MONTHS ENDED APRIL 30, 2004 & 2003

                                  (UNAUDITED)

See accompanying notes to unaudited financial statements.

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                         BLUE RIDGE REAL ESTATE COMPANY

                    BIG BOULDER CORPORATION and SUBSIDIARIES

                   COMBINED CONDENSED STATEMENTS OF CASH FLOWS

                      SIX MONTHS ENDED APRIL 30, 2004 & 2003

                                  (UNAUDITED)

See accompanying notes to unaudited financial statements.

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                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

     1. The  combined condensed financial  statements  include the accounts of Blue Ridge Real Estate Company and its wholly-owned  subsidiaries  (Northeast Land Company, Jack Frost Mountain Company, Boulder Creek Resort Company and BRRE Holdings, Inc.) and Big Boulder Corporation and its  wholly-owned  subsidiaries  (Lake  Mountain  Company and BBC  Holdings, Inc.).  In the  opinion  of  management,  the  accompanying  unaudited  combined condensed  financial  statements  contain all  adjustments  (consisting  of only normal recurring  accruals)  necessary to present fairly the financial position as of April 30, 2004, and the results of operations and the statements of cash flows for the three and six month periods ended April 30, 2004 and 2003.

     Certain information and footnote disclosures have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These  combined  financial  statements  should be read in  conjunction  with the financial  statements and notes thereto  included in the  Companies'  Annual Report on Form 10-K for the year ended October 31, 2003.

     2.  The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  For example, unexpected changes in market conditions or a downturn in the economy could adversely affect actual results.  Estimates are used in accounting for, among other things, inventory obsolescence, accounts and notes receivables, deferred operating costs, legal liability, insurance liability, depreciation, employee benefits, taxes, and contingencies.  Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the Combined Condensed Financial Statements in the period they are determined to be necessary.

     Management believes that it’s accounting policies regarding accounts and notes receivable, long lived assets, revenue recognition and other reserves, among others, affect its more significant judgments and estimates used in the preparation of its Combined Condensed Financial Statements.  For a description of these critical accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.  Management has changed the method of recording deferred operating costs since the Companies’ fiscal year ended October 31, 2003.

     Prior to Fiscal 2004, management’s estimate of deferred operating costs was primarily based on deferring costs directly related to ski operations in order to match those costs to the period in which ski operating revenues are recognized. Ski operating revenues are recognized principally over the months of December through March.  Effective April 1, 2004, The Company elected to change its method of deferring certain ski operating costs incurred during the non-ski season.  Upon investigation of competitor’s practices, management has determined that a change in accounting principle should be made in order to report ski operations in accordance with the predominant industry practice used by similar operating companies.  Additionally, the Company believes the new method better enables users of the financial statements, including management, to benchmark the Company’s ski

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operations segment results against its competitors by removing the timing difference associated with matching certain ski operating costs incurred in a prior fiscal year against current fiscal year ski operating revenues.  The effect of this change in accounting principle is a $366,594 increase to Ski operations costs and expenses, resulting in reduced net income of the same, net of a current tax benefit of $146,638.  This expense is reported on the Combined Condensed Statement of Operations.

The following table summarizes the effect of the change in accounting principle on income from operations, net income and earnings per share for the three and six months ended April 30, 2004.

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The following table summarizes the pro forma effect on income from operations, net income and earnings per share for the three months ended January 31, 2004, had the change in accounting principle been in effect previously.

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The following table summarizes the pro forma effect of the change in accounting principle on income from operations, net income and earnings per share for the three and six-month periods ended April 30, 2004 and 2003, had the change been in effect previously.

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     3.  The Companies account for notes receivable on a cost basis.  Interest income is recorded on a monthly basis.  Late payment fees are charged on overdue payment of principal and interest.  Notes receivable are evaluated at origination and monitored on an ongoing basis for credit worthiness.  Notes receivable are considered fully collectible by management and accordingly no allowance for loan losses is considered necessary.  Any note 90 days past due is reviewed by management for write off.

     Accounts receivable are reported at net realizable value.  Accounts are written off when they are determined to be uncollectible based upon management’s assessment of individual accounts.  The allowance for doubtful accounts, which is insignificant, is estimated based on the Companies’ historical losses and the financial stability of its customers.

     4. The Companies and the subsidiaries, under SFAS No. 131, operate in four business segments - Ski Operations, Real Estate Management/Rental Operations, Summer Recreation Operations and Land Resource Management.

     The results of operations for the three and six months are not necessarily indicative of the results to be expected for the full year since the Companies' two ski facilities operate principally during the months of December through March.  Revenues and operating expenses of the Real Estate Management/Rental Operations, Summer Recreation Operations and Land Resource Management are as disclosed on the statement of operations.

     5. The provision for income taxes for the three and six months ended April 30, 2004 represents the estimated annual effective tax rate for the year ending October 31, 2004.  The effective income tax rate for the first six months of Fiscal 2004 was estimated at 40%.

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     6. During Fiscal 1998, the Companies adopted an employee stock option plan. The Companies apply APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options as permitted by SFAS No. 123, "Accounting for Stock Based Compensation", and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Under APB No. 25, because the exercise price of the employee stock options equals the estimated fair market value of the Companies' underlying stock on the date of the grant, no compensation expense is recognized. However, during Fiscal 2003, the original term of 35,000 options granted at an original exercise price of $6.75 were extended to July 1, 2008. In accordance with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation ("FIN 44"), the extension of the life of the award require s a new measurement of compensation as if the award was newly granted. Because the exercise price was less than the current fair market value at the new date of grant, compensation cost of $122,900, net of tax has been recognized in the combined statement of operations in 2003.

     As of February 13, 2004, seven key employees were granted stock options totaling 32,000 shares.  The shares were issued at an exercise price of $17.75 per share which equals the estimated fair market value of the Companies’ underlying stock on the date of grant.

      Had compensation cost for the Companies' employee stock option plan been determined consistent with SFAS No. 123 and SFAS No. 148, the Companies' net income and earnings per share would have been reduced to the pro forma amounts indicated below:

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7.  Pension Benefits

Components of Net Periodic Benefit Cost

The Companies expect to contribute $458,512 to its pension plan in fiscal 2004.  As of April 30, 2004, contributions have been made totaling $115,796.  The Companies anticipate contributing an additional $342,716 to fund its pension in fiscal 2004.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

                      CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

The most sensitive estimates affecting the combined condensed financial statements include management’s estimate of net deferred tax assets and liabilities, the valuation of long-lived assets and recognition of deferred revenues.

Revenues are derived from a wide variety of sources, including sales of lift tickets, ski school tuition, dining, retail stores, equipment rental, property management services, timbering and other recreational activities.  Revenues are recognized as services are performed.

Timbering revenues from stumpage contracts are recognized in accordance with Staff Accounting Bulleting No. 104 – Revenue Recognition, (“SAB 104”). At the time a stumpage contract is signed, the risk of ownership has been passed to the buyer at a fixed, determinable cost.  Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies’ have already been met.  Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 104 guidance.

Management’s estimate of deferred tax assets and liabilities is primarily based on the difference between the tax basis and financial reporting basis of depreciable assets, like-kind exchanges of assets, accruals, and deferred revenues.

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The Companies' capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use.  The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method.  Selling expenses are charged against income in the period incurred.

The Companies’ valuation of long-lived assets, namely, properties is based on historical cost. Depreciation and amortization is provided principally using the straight-line method over the estimated useful life of the class of property. 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. Costs of land development, such as surveyor and consultant fees are capitalized as land costs. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities. Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

Impairment losses are recognized in operating income, as they are determined. The Companies review their long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that event, the Companies calculate the expected future net cash flows to be generated by the asset. If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income. The impairment loss is the difference between the carrying value and the fair value of the asset. No such losses were recognized as of April 30, 2004 and 2003.

Deferred revenue consists of revenue billed in advance for services and dues that are not yet earned. Revenue billed in advance for services consists of season lift tickets and advance ticket sales and gift certificates for the ski resorts. The Companies’ recognize revenue billed in advance ratably over the principal months of the ski season, December through March. Dues that are not yet earned consist of rents related to our commercial properties that have been paid in advance, and dues related to memberships in our hunting and fishing clubs paid in advance. The Companies’ recognize revenue related to the hunting and fishing clubs over the one-year period that the dues cover.

Results of Operations

Operations for the three and six months ended April 30, 2004 resulted in a net income of $3.94 and $4.01 per combined share compared to a net income of $.19 and $.38 per combined share for the three and six months ended April 30, 2003.

Combined revenue of $6,153,694 and $13,211,585 represents a decrease of $592,158 and $1,531,192 as compared to the three and six months ended April 30, 2003. Ski operations revenue increased $9,305 and decreased $651,575 for the three and six months ended April 30, 2004 as compared to the three and six months ended April 30, 2003. Real Estate Management revenue increased $15,913 and $124,302 for the three and six months ended April 30, 2004 as compared to the three and six months

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ended April 30, 2003. Summer recreation operations revenue decreased $28,210 and $9,446 for the three and six months ended April 30, 2004 as compared to the three and six months ended April 30, 2003. Land resource management revenue decreased $436,104 and $878,128 for the three and six months ended April 30, 2004 as compared to the three and six months ended April 30, 2003. Rental income revenue decreased $153,062 and $116,345 for the three and six months ended April 30, 2004 as compared to the three and six months ended April 30, 2003.

Ski operations revenue decrease of $651,575 in revenue for the six months ended April 30, 2004 as compared to the six months ended April 30, 2003 was due to a decrease in tubing revenue (28%), rental shop revenue (20%), ski school revenue (21%), food revenue (22%) and retail revenue (9%). Warm temperatures and rainy weather in December, followed by bitterly cold weather in January, resulted in lower than expected skier and tuber visits to both ski areas.

Real Estate Management revenue increased $124,302 for the six months ended April 30, 2004 as compared to the six months ended April 30, 2003. This increase in revenue is attributable to property management of homes in our resort communities (37%), property sales within our resort communities (23%) and an increase in tower rent, hunting land leases and Stretch fishing memberships (13%).

Summer recreation operations revenue decreased $9,446 for six months ended April 30, 2004 as compared to the six months ended April 30, 2003. This decrease was the result of a decrease in Splatter revenue (25%), Traxx revenue (25%) and Campground revenue (50%). The decrease in campground revenue was due to a delay in the booking of seasonal site reservations.  A required township approval of the on-site sewage holding tank was not received until May 2004.  Without this approval the campground could not be operational.  The Companies waited until the necessary approval was received before accepting site reservations for the season.

Land resource management revenue decreased $878,128 for the six months ended April 30, 2004 as compared to the six months ended April 30, 2003.  This decrease is attributable to land sale revenue decreasing by $677,990 (76%) and timbering revenue decreasing $200,138 (23%). Land sales and timbering revenues are subject to fluctuating market conditions, interest rates and harvesting inventory. They do not follow any predictable selling pattern.

Rental operations revenue decreased $116,345 for the six months ended April 30, 2004 as compared to the six months ended April 30, 2003. This decrease is attributable to a reduction of rental income from the Dreshertown Shopping Plaza. This shopping plaza was sold on March 10, 2004.

Combined operating costs decreased $1,016,922 during the first six months of Fiscal 2004 as compared to the six months ended April 30, 2003. Ski operating expenses decreased $265,261. This decrease was primarily attributable to management’s aggressive control of labor costs at the ski areas offset by increased costs of $366,594 as a result of a change in accounting principles.

Real Estate Management operating expenses increased $153,091 for the first six months of Fiscal 2004 as compared to the six months ended April 30, 2003. This increase is attributable to an increase in homeowner contract sales expenses (34%), an increase in salaries and commissions paid on property resales (21%) and an increase in the construction/excavation division cost of goods sold (27%).

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Summer recreational operations expenses decreased $7,527 for the first six months of Fiscal 2004 as compared to the six months ended April 30, 2003. This decrease was the result of a decrease in all campground expenses due to the later than usual opening date.  The Companies held off preparing the campground for opening until the township approved a sewage holding tank permit.

Land Resource Management operation expenses decreased $366,793 for the first six months of Fiscal 2004 as compared to the six months ended April 30, 2003. This decrease was the result of a decrease in the cost of land sold of $147,922 (40%) and capitalizing salaries and wages (22%) and consultant fees (29%) as part of land development costs in fiscal 2004.

Rental income operation expenses decreased $356,991 for the six months ended April 30, 2004 as compared to the six months ended April 30, 2003. This decrease was due primarily to the selling of the Dreshertown Shopping Plaza in March 2004, and at April 30, 2003 a $150,000 environmental remediation liability was recognized.

General and Administrative expenses decreased $173,441 for the first six months of Fiscal 2004 as compared to the six months ended April 30, 2003. This decrease was due primarily to the fact that there were no compensation costs to recognize under the employee stock option plan in fiscal 2004 as compared to fiscal 2003 when there were compensation costs to recognize as a result of employee stock option reloads.

Interest and other income increased $12,018,580 for the six months ended April 30, 2004 as compared to the six months ended April 30, 2003. This increase was the result of recognizing a gain on the sale of the Dreshertown Shopping Plaza for $12,000,000 on March 10, 2004 which is being treated as a section 1031 - tax deferred exchange.

Interest expense increased $33,265 for the first six months of Fiscal 2004 as compared to the six months ended April 30, 2003. This increase is attributable to an additional line of credit for land resource management purposes (8%), the interest on the capital leases (35%) for the groomers and compressors at both ski areas and the additional mortgages taken on investment properties acquired as part of section 1031 – tax deferred exchanges (57%). These increases were offset by a paydown on existing debt.

Financial Condition, Liquidity and Capital Resources

The Combined Statement of Cash Flows reflects net cash provided by operating activities of $2,272,147 for the six months ended April 30, 2004 and compared to net cash provided by operating activities of $3,443,889 for the six months ended April 30, 2003.

The Companies have mortgaged twelve investment properties totaling $1,257,834 with Manufacturers Traders Trust Company repayable over 5 years.  Effective May 27, 2004, the interest rates of seven mortgages have been adjusted from 3.439% to 4.330%.  Five mortgages, with an anniversary date of September 15, 2004, bear interest at a rate of 3.57% fixed for one year, after which the rates will be adjusted.  The funds are being utilized for real estate development and debt service will be funded by the rental income from the properties.

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Also effective May 27, 2004, management has temporarily increased a $2.1 million general line of credit with M & T Bank by $500,000 to $2.6 million until July 30, 2004.  Its purpose is to fund general operations.  This line of credit has two letters of credit against it which draws down the available balance.  One letter of credit is for $50,000 in favor of Tobyhanna Township pursuant to a sewage holding tank agreement for Fern Ridge Campground.  The second letter is for $864,820 in favor of Kidder Township guaranteeing the completion of the Laurelwoods infrastructure development.  It is management’s intention to have a fixed line of credit in place to fund the Laurelwoods infrastructure costs by the time the temporary modification terminates on July 30^th.  The fixed line of credit loan will be paid down as homes are sold. An additional line of credit for $1 million, secured for real estate transact ions, remains in place.  The terms of both lines are monthly interest payments at prime less .50% (3.5% at April 30, 2004).  The lines are due on demand with no expiration date.

Management is currently seeking a $4.1 million revolving line of credit arrangement which will be used to pay for construction of new homes in the Laurelwoods development.  The interest will be capitalized.  Currently, 89 Laurelwoods homes have been approved for construction by the township.  Phase I will encompass the construction of 23 single family homes and several duplex units.

On March 10, 2004, the Companies sold Dreshertown Plaza Shopping Center to Dreshertown Plaza, L.P.  The gross sale price of the disposed asset was $14,950,000 and the resulting net pre-tax gain was approximately $12,027,000.  The current mortgage note payable with Wachovia Bank in the amount of $4,293,000 and the current mortgage note payable with M & T Bank in the amount of $1,900,000 were paid from the proceeds of the sale.  After closing costs the Companies are holding approximately $8,044,000 in escrow for the future purchase of exchange property.

As part of its ongoing operations, the Companies enter into arrangements that obligate the Companies to make future payments under contracts such as lease agreements and debt agreements.  Debt obligations, which total $4,883,342 are currently recognized as liabilities in the Companies' combined balance sheet.  A summary of the Companies' contractual obligations at the six months ended April 30, 2004 is as follows:

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Moving Forward

Statements in this Form 10-Q, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  You can identify these statements by forward-looking words such as "may", "will", "expect", "plan", "intend", "anticipate", "believe", "estimate", and "continue" or similar words.  Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

During Fiscal 2004 the Companies will actively pursue land sales and purchases and will offer financing to attract new land sale customers. The Companies will continue to generate timbering revenues from selective harvesting of timber.

On May 20, 2004, The Companies received township approval for the real estate development of multi-family dwellings at our ski resorts consisting of 89 Laurelwoods units at the Big Boulder Ski Area and three communities consisting of 542 units at the Jack Frost Ski Area. Ground breaking for the Laurelwoods units is expected to begin later this summer.

In Fiscal 2004, Boulder Creek Resort Company a new subsidiary is being used as a marketing tool to consolidate and brand the Companies' holdings as one resort destination and to facilitate the land development and sales division. This subsidiary also includes an excavation division.

On November 21, 2003, the Companies signed an agreement of sale for four communication towers and appurtenances with a selling price of $1,469,000.  This sale is scheduled to close in June of 2004 and will be treated as a section 1031 - tax deferred exchange. On May 20, 2004, the Companies received approval for three tower subdivisions located in Kidder Township, Pennsylvania. The Companies are currently negotiating with Tobyhanna Township, Pennsylvania on the final tower subdivision.

The Companies have identified two shopping centers as revenue generating replacement properties for the section 1031 - tax deferred exchange of the Dreshertown Shopping Center. The Oxbridge Square Shopping Center, located in Richmond, Virginia, has a purchase price of $9,000,000. This shopping center has 127,801 square feet of leasing space consisting of 40 available tenants with an 80% occupancy rate. The Oxbridge Square Shopping Center is anchored by a Ukrop's grocery store. The second shopping center is the Coursey Commons Shopping Center located in Baton Rouge, Louisiana.  It has a purchase price of $10,900,000. This shopping center has 67,755 square feet of leasing space consisting of 19 available tenants with an 89% occupancy rate. The Coursey Commons Shopping Center is anchored by a Wal-Mart store.

Four new limited liability companies will be established for the purpose of purchasing the two shopping centers.  Oxbridge Square Shopping Center LLC will purchase the Oxbridge Square Shopping Center.  Three limited liability companies, Coursey Creek LLC, Cobble Creek LLC and Coursey Commons Shopping Center LLC will purchase the Coursey Commons Shopping Center.  Theses two shopping centers will be financed through the section 1031 - tax deferred sale of the Dreshertown Shopping Plaza and through mortgage financing.  Closing on the two shopping centers is expected to occur in the third fiscal quarter of 2004.

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The Companies have designated 5,124 acres of land as held for development.  Within this acreage 28 projects have been determined and subdivision work is in progress to present to local municipalities for approval.  Among the 28 projects approximately 3,300 lots or units are planned.  Some are intended to be subdivided and sold as parcels of land, others are earmarked for single and multi-family housing and various subdivisions may be sold outright in phases to other land developers.  The Companies intend to fund this land development through working cash and borrowed funds.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Companies' exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness.  At April 30, 2004, the Company had $1,699,711 of variable rate indebtedness, representing 34.8% of the Companies' total debt outstanding, at an average rate of 3.50% as of April 30, 2004.  The Companies' average interest rate is based on its various credit facilities and the Companies' market risk exposure fluctuates based on changes in underlying interest rates.

Item 4. Controls and Procedures

     As of the end of the period, the Companies carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934.  Based upon that evaluation, the President and Chief Executive Officer, and Chief Financial Officer have concluded that the Companies disclosure controls and procedures are effective in timely alerting them to material information relating to the Companies that is required to be included in the Companies periodic SEC filings.

     There have been no significant  changes in the Companies  internal controls or in any factors that could significantly affect the controls subsequent to the date of their  evaluation,  including  any  corrective  actions  with  regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

     The Annual Meeting of Shareholders was held on March 31, 2004.

     The following proposals were adopted by the margins indicated:

     (1) To elect a Board of Directors to hold office until the next annual meeting of shareholders and until their successors are elected and qualified.

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Item 6. Exhibits and Reports on Form 8-K

   (a)   Exhibits.

         18 Letter re: change in accounting principles as required
         pursuant to Item 601 of Regulation S-K

         31.1 Certification of chief executive officer as required
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

         31.2 Certification of chief financial officer as required
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

         32.1 Certification of principal executive officer as required
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         32.2 Certification of principal financial officer as required
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

   (b)   Reports on Form 8-K

       The Corporations filed a report on Form 8-K on March 25, 2004 reporting that on March 10, 2004, Blue Ridge Real Estate Company sold the Dreshertown Shopping Plaza to Dreshertown Plaza, L.P., a Pennsylvania limited partnership, as Assignee of Brandolini Property Management.  The Corporations furnished to the SEC reports on Form 8-K and Form 8-K/A on March 25, 2004 and May 10, 2004, respectively.  The March 25, 2004 Form 8-K was for the purpose of disclosing to the SEC the disposition of the Dreshertown Shopping Plaza asset.  The May 10, 2004 Form 8-K/A was for the purpose of furnishing Pro forma financial information reflecting the disposition of the Dreshertown Shopping Plaza asset.

       The Corporations filed another report on Form 8-K on June 8, 2004 reporting that on June 1, 2004, Oxbridge Square Shopping Center located in Richmond, Virginia was acquired by Oxbridge Square Shopping Center, LLC (the LLC), a newly formed and wholly owned subsidiary of Blue Ridge Real Estate Company. The property was purchased from Oxbridge Square Limited Partnership, a Limited Partnership organized under the laws of the State of Virginia, whose address is c/o Dumbarton Properties, Inc., 7113 Staples Mill Road, Richmond, Virginia 23228.  The seller has no material relationship to the Registrant or any of its affiliates, any director or officer of the Corporations or any associate of any such director or officer.  The Form 8-K was for the purpose of disclosing to the SEC the acquisition of the Oxbridge Square Shopping Center asset.  A Form 8-K/A will be file on or before August 9, 2004 for the purpose of furnishing an Audited Income Statement of Oxbridge Square Shopping Center for the most recent fiscal year.

   The Companies have no matters to report with respect to Items 1, 2, 3 and 5.

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                                     FORM 10-Q

                                    SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

  BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

(Registrant)

/s/ Eldon D. Dietterick

Eldon D. Dietterick

Executive Vice President/Treasurer

/s/ Cynthia A. Barron

Cynthia A. Barron

Chief Accounting Officer

Date:   June 4, 2004

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