SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COOPER MILTON

(Last)

(First)

(Middle)

3333 NEW HYDE PARK ROAD

(Street)

NEW HYDE PARK

11042-0020

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUE RIDGE REAL ESTATE CO [ BLRGZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2005		M		644⁽¹⁾	A	$38	3,596⁽²⁾	D
Common Stock	05/16/2005		M		3,036	A	$38	151,266	I	Held by Foundation⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$38	05/16/2005		M			644⁽⁴⁾	03/28/2005	05/16/2005	Common Stock	644⁽⁴⁾	$0	0	D
Subscription Rights (right to buy)	$38	05/16/2005		M			3,036	03/28/2005	05/16/2005	Common Stock	3,036⁽³⁾	$0	0	I	Held by foundation⁽³⁾

Explanation of Responses:

1. This number does not include 148 shares acquired by a trust for which Mr. Cooper serves as a trustee, for which Mr. Cooper disclaims beneficial ownership.

2. This number does not include 862 shares beneficially owned by a trust for which Mr. Cooper serves as a trustee, for which Mr. Cooper disclaims beneficial ownership.

3. Held by foundation of which the undersigned is President.

4. This number does not include 148 subscription rights disposed of, or the corresponding 148 shares acquired, by a trust for which Mr. Cooper serves as a trustee, for which Mr. Cooper disclaims beneficial ownership.

Remarks:

* Mr. Cooper may be deemed to be a member of a group with Kimco Realty Corporation ("Kimco"), Kimco Realty Services, Inc. ("Services") and KC Holdings, Inc. ("KC Holdings") within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), by reason of their joint filing of a Schedule 13D under Section 13(d) of the Act, although he disclaims beneficial ownership of shares of Common Stock owned by Kimco, Services and KC Holdings, except to the extent of any indirect economic interest in such shares.

	/s/ Milton Cooper	05/20/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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