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<B><FONT SIZE=2><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>


<P ALIGN="CENTER">Washington, D.C. 20549</P>


</B>


</FONT><B><FONT SIZE=4><P ALIGN="CENTER">FORM 8-K</P>


</B></FONT><FONT SIZE=2>


<B><P ALIGN="CENTER"> CURRENT REPORT</P>


<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of </P>


<P ALIGN="CENTER">The Securities Exchange Act of 1934</P>


</B>


<P ALIGN="CENTER">Date of Report (Date of Earliest Event Reported): April 24, 2006</P>





<P ALIGN="CENTER">&nbsp;</P>


</FONT><B><U><FONT SIZE=4><P ALIGN="CENTER">BLUEGREEN CORPORATION</P>


</B></U></FONT><FONT SIZE=2><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>


</FONT>


<B><U><P ALIGN="CENTER">Massachusetts </P>


</B></U><FONT SIZE=2><P ALIGN="CENTER">(State or other jurisdiction of  incorporation) </P>


<P ALIGN="CENTER"></P></FONT>


<P ALIGN="CENTER"><CENTER><TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=468>


<TR><TD WIDTH="44%" VALIGN="TOP">


<B><FONT SIZE=2><P ALIGN="CENTER">0-19292</B></FONT></TD>


<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>


<TD WIDTH="46%" VALIGN="TOP">


<B><FONT SIZE=2><P ALIGN="CENTER">03-0300793</B></FONT></TD>


</TR>


<TR><TD WIDTH="44%" VALIGN="TOP">


<FONT SIZE=2><P ALIGN="CENTER">(Commission File Number)</FONT></TD>


<TD WIDTH="10%" VALIGN="TOP">&nbsp;</TD>


<TD WIDTH="46%" VALIGN="TOP">


<FONT SIZE=2><P ALIGN="CENTER">(IRS Employer Identification No,)</FONT></TD>


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</CENTER></P>





<FONT SIZE=2><P ALIGN="CENTER"></P>


<B><U><P ALIGN="CENTER">4960 Conference Way North, Suite 100, Boca Raton, Florida 33431</P>


</B></U><P ALIGN="CENTER">(Address of principal executive offices) (Zip Code)</P>





<P ALIGN="CENTER">Registrant's telephone number, including area code: (561) 912-8000</P>





<P>&nbsp;</P>


<P>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>





<P>[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>


<P>[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>


<P>[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR </P>


<P>240.14d-2(b))</P>


<P>[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR</P>


<P>240.13e-4(c))</P>





<P>&nbsp;</P>


<B><P><A NAME="id_0_3"><A NAME="id_0_4"></A></A> </FONT>Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.</P>


</B><FONT SIZE=2>


<P ALIGN="JUSTIFY">We have formed a statutory business trust (&quot;BST IV&quot;) for the purpose of issuing trust preferred securities and investing the proceeds thereof in junior subordinated debentures.</P>


<P ALIGN="JUSTIFY"></P>


<P ALIGN="JUSTIFY">On April 24, 2006 BST IV issued $15.0 million of trust preferred securities.  BST IV used the proceeds from issuing the trust preferred securities to purchase an identical amount of junior subordinated debentures from us.  Interest on the junior  subordinated debentures and  distributions on the trust preferred  securities will be payable quarterly  in  arrears  at a fixed  rate of  10.13%  through  June 30,  2011, and thereafter  at a variable rate of interest, per annum, reset quarterly, equal to the 3-month  LIBOR plus 4.85%  until  the scheduled  maturity date of June 30, 2036.  Distributions on the trust preferred securities will be cumulative and based upon the liquidation value of the trust preferred security.  The trust preferred securities will be subject to mandatory redemption,  in whole or in part,  upon  repayment  of the  junior  subordinated debentures  at maturity or their  earlier  redemption.  The junior subordinated debentures are redeemable five years from the issue date or sooner following certain specified events.  In addition,  we contributed  $464,000 to BST IV in exchange  for its  common  securities,  all of which are owned by us,  and those proceeds were also used to purchase an identical  amount of junior  subordinated debentures  from us.  The terms of BST IV's common securities are nearly identical to the trust preferred securities. </P>


<P ALIGN="JUSTIFY"></P>


<P ALIGN="JUSTIFY">The issuances of trust preferred securities were part of larger pooled trust securities offerings which were not registered under the Securities Act of 1933.  Proceeds will be used for general corporate purposes and debt repayment.</P>





<P><A NAME="id_0_5"><A NAME="id_0_6"></A></A></P>





<B><P ALIGN="CENTER"> SIGNATURE</P>


</B>


<P>Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P>





<P>&nbsp;</P>





<P>Date: April 28, 2006 </P>





<P>By:<U> /S/ ANTHONY M. PULEO</P>


</U><P>Anthony M. Puleo</P>


<P>Senior Vice President, Chief Financial Officer and Treasurer</P>





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{"company-data": {"conformed-name": "BLUEGREEN CORP", "cik": "0000778946", "assigned-sic": "6531", "irs-number": "030300793", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09292", "film-number": "06789080"}, "business-address": {"street1": "4960 BLUE LAKE DRIVE", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "5619128000"}, "mail-address": {"street1": "4960 BLUE LAKE DRIVE", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "PATTEN CORP", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 24, 2006
BLUEGREEN CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts
(State or other jurisdiction of  incorporation)
0-19292
03-0300793
(Commission File Number)
(IRS Employer Identification No,)
4960 Conference Way North, Suite 100, Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 912-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
We have formed a statutory business trust ("BST IV") for the purpose of issuing trust preferred securities and investing the proceeds thereof in junior subordinated debentures.
On April 24, 2006 BST IV issued $15.0 million of trust preferred securities.  BST IV used the proceeds from issuing the trust preferred securities to purchase an identical amount of junior subordinated debentures from us.  Interest on the junior  subordinated debentures and  distributions on the trust preferred  securities will be payable quarterly  in  arrears  at a fixed  rate of  10.13%  through  June 30,  2011, and thereafter  at a variable rate of interest, per annum, reset quarterly, equal to the 3-month  LIBOR plus 4.85%  until  the scheduled  maturity date of June 30, 2036.  Distributions on the trust preferred securities will be cumulative and based upon the liquidation value of the trust preferred security.  The trust preferred securities will be subject to mandatory redemption,  in whole or in part,  upon  repayment  of the  junior  subordinated debentures  at maturity or their  earlier  redemption.  The junior subordinated debentures are redeemable five years from the issue date or sooner following certain specified events.  In addition,  we contributed  $464,000 to BST IV in exchange  for its  common  securities,  all of which are owned by us,  and those proceeds were also used to purchase an identical  amount of junior  subordinated debentures  from us.  The terms of BST IV's common securities are nearly identical to the trust preferred securities.
The issuances of trust preferred securities were part of larger pooled trust securities offerings which were not registered under the Securities Act of 1933.  Proceeds will be used for general corporate purposes and debt repayment.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2006
By:
/S/ ANTHONY M. PULEO
Anthony M. Puleo
Senior Vice President, Chief Financial Officer and Treasurer