===============================================================================

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

                             ----------------------

                                   FORM 10-Q

 (Mark One)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended April 28, 2000

                                       OR

    [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number: 333-26091

                         BOOTH CREEK SKI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                         84-1359604
         (State or Other Jurisdiction            (I.R.S. Employer
       of Incorporation or Organization)      Identification Number)

       1000 South Frontage Road West,                  81657
                  Suite 100                         (Zip Code)
               Vail, Colorado
       (Address of Principal Executive
                   Offices)

                                 (970) 476-1311
              (Registrant's Telephone Number, Including Area Code)


     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  Exchange Act of
1934  during the  preceding  12 months  (or for such  shorter  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[ ]

     As of  May 26,  2000,  the  number  of  shares  outstanding  of  the
registrant's  Common  Stock,  par  value  $.01 per  share,  was  1,000  shares.

===============================================================================
<PAGE>

                         TABLE OF CONTENTS



Item                                                        Page Number

                  PART I - FINANCIAL INFORMATION

 1.   Financial Statements....................................    1

 2.   Management's Discussion and Analysis of Financial
      Condition and Results of Operations.....................    9

 3.   Quantitative and Qualitative Disclosures about
      Market Risk.............................................   18

                    PART II - OTHER INFORMATION

 1.   Legal Proceedings.......................................   19

 5.   Other Information.......................................   21

 6.   Exhibits and Reports on Form 8-K........................   21

Signatures....................................................   22
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                         BOOTH CREEK SKI HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)


                                                    April 28,     October 29,
                                                      2000           1999
                                                --------------- ---------------
                  ASSETS                          (Unaudited)

Current assets:
  Cash .......................................  $           617 $           461
  Accounts receivable, net of allowance of
   of $88 and $65, respectively...............            1,862           1,709
  Insurance proceeds receivable...............            7,368           1,799
  Inventories ................................            2,029           2,786
  Prepaid expenses and other current
   assets ....................................              605           1,032
                                                --------------- ---------------
Total current assets .........................           12,481           7,787

Property and equipment, net ..................          152,304         152,316
Real estate held for development and sale ....            9,017           8,851
Deferred financing costs, net of
  accumulated amortization of $3,553 and
  $3,078, respectively .......................            5,694           6,071
Timber rights and other assets ...............            8,483           7,246
Goodwill, net of accumulated amortization
  of $7,762 and $6,581, respectively .........           26,948          28,075
                                                --------------- ---------------
Total assets .................................  $       214,927 $       210,346
                                                =============== ===============

   LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
  Senior credit facility ....................   $         5,984 $        23,035
  Current portion of long-term debt .........             1,544           1,468
  Accounts payable and accrued liabilities ..            30,709          28,593
                                                --------------- ---------------
Total current liabilities ...................            38,237          53,096

Long-term debt ..............................           136,687         136,483

Other long-term liabilities .................                25              50

Commitments and contingencies

Preferred stock of subsidiary; 28,000
  shares authorized, 15,000 shares issued
  and outstanding at April 28, 2000
  (17,000 shares at October 29, 1999);
  liquidation preference and redemption
  value of $1,888 at April 28, 2000 .........             1,888           2,133

Shareholder's equity:
  Common stock, $.01 par value; 1,000
   shares authorized, issued and
   outstanding ..............................                 -               -
  Additional paid-in capital ................            72,000          72,000
  Accumulated deficit .......................           (33,910)        (53,416)
                                                --------------- ---------------
Total shareholder's equity ..................            38,090          18,584
                                                --------------- ---------------
Total liabilities and shareholder's
  equity ....................................   $       214,927 $       210,346
                                                =============== ===============


                          See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                Three Months Ended          Six Months Ended
                               ---------------------      ---------------------
                               April 28,   April 30,      April 28,   April 30,
                                 2000        1999           2000        1999
                               ---------   ---------      ---------   ---------
                                                  (Unaudited)
Revenue:
  Resort operations..........    $65,415     $56,791       $109,284    $103,090
  Real estate and other......         -           -             845          -
                               ---------   ---------      ---------   ---------
Total revenue................     65,415      56,791        110,129     103,090

Operating expenses:
  Cost of sales - resort
   operations................     29,474      29,978         55,619      59,267
  Cost of sales - real estate
   and other.................         -           -             333          -
  Depreciation...............      5,137       5,396         10,024       9,603
  Amortization of goodwill and
   other intangible assets...        600         596          1,206       1,190
  Selling, general and
   administrative expense....      6,955       6,795         13,605      13,866
                               ---------   ---------      ---------   ---------
Total operating expenses.....     42,166      42,765         80,787      83,926

Operating income.............     23,249      14,026         29,342      19,164


Other expense:
  Interest expense...........    (4,416)     (4,720)        (9,241)     (9,688)
  Amortization of deferred
  financing costs............      (240)       (307)          (475)       (636)
  Other expense..............       (33)       (179)           (21)       (175)
                               ---------   ---------      ---------   ---------
  Total other expense........    (4,689)     (5,206)        (9,737)    (10,499)
                               ---------   ---------      ---------   ---------

Income before minority interest   18,560       8,820         19,605       8,665

Minority interest............       (52)        (55)           (99)       (114)
                               ---------   ---------      ---------   ---------
Net income...................    $18,508      $8,765        $19,506      $8,551
                               =========   =========      =========   =========

                            See accompanying notes.
<PAGE>
                         BOOTH CREEK SKI HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                       Six Months Ended
                                                -------------------------------
                                                  April 28,          April 29,
                                                    2000               1999
                                                -------------     -------------
                                                          (Unaudited)

Cash flows from operating activities:
Net income.....................................   $  19,506         $    8,551
Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation................................      10,024              9,603
   Amortization of goodwill and other
    intangible assets .........................       1,206              1,190
   Noncash cost of real estate sales ..........         331                 -
   Amortization of deferred financing costs ...         475                636
   Minority interest ..........................          99                114
   Changes in operating assets and liabilities:
    Accounts receivable .......................        (153)             (419)
    Insurance proceeds receivable..............      (5,569)                -
    Inventories ...............................         757              1,728
    Prepaid expenses and other current assets..         427                249
    Accounts payable and accrued liabilities...       1,066             (1,724)
    Other long-term liabilities ...............         (25)               (87)
                                                -------------     -------------
Net cash provided by operating activities......      28,144             19,841

Cash flows from investing activities:
Capital expenditures for property and
 equipment ....................................      (7,184)           (10,717)
Acquisition of businesses .....................           -               (661)
Capital expenditures for real estate
 held for development and sale ................        (497)              (447)
Other assets ..................................        (266)            (1,112)
                                                -------------     -------------
Net cash used in investing activities .........      (7,947)           (12,937)

Cash flows from financing activities:
Net repayments of senior credit facility ......     (17,051)            (4,360)
Principal payments of long-term debt ..........      (2,548)            (1,574)
Deferred financing costs ......................         (98)              (432)
Purchase of preferred stock of subsidiary
 and payment of dividends .....................        (344)              (365)
                                                -------------     -------------
Net cash used in financing activities .........     (20,041)            (6,731)
                                                -------------     -------------
Increase in cash ..............................         156                173

Cash at beginning of period ...................         461                625
                                                -------------     -------------
Cash at end of period ......................... $       617       $        798
                                                =============     =============

                            See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 28, 2000


1. Organization,  Basis of Presentation and Summary of Significant  Accounting
Policies

   Booth Creek Ski Holdings, Inc. ("Booth Creek") owns and operates various ski
resorts,   including    Northstar-at-Tahoe    ("Northstar"),    Sierra-at-Tahoe
("Sierra"),  Bear Mountain,  Waterville  Valley,  Mt.  Cranmore,  the Summit at
Snoqualmie  (the "Summit"),  Grand Targhee and Loon Mountain.  Booth Creek also
conducts certain real estate development activities, primarily at Northstar.

   The consolidated  financial  statements  include the accounts of Booth Creek
and its subsidiaries  (collectively referred to as the "Company").  Booth Creek
owns all of the common stock of its  subsidiaries.  Ski Lifts,  Inc. (the owner
and  operator  of the  Summit)  has shares of  preferred  stock  owned by third
parties.  All  significant  intercompany  transactions  and balances  have been
eliminated.

   Booth Creek is a  wholly-owned  subsidiary  of Booth  Creek Ski Group,  Inc.
("Parent").

   The accompanying  consolidated financial statements as of April 28, 2000 and
for the three and six month periods ended April 28, 2000 and April 30, 1999 are
unaudited,  but include all adjustments  (consisting only of normal,  recurring
adjustments) which, in the opinion of management of the Company, are considered
necessary for a fair presentation of the Company's  financial position at April
28, 2000, and its operating  results and cash flows for the three and six month
periods  ended April 28, 2000 and April 30,  1999.  Due to the highly  seasonal
nature of the Company's  business,  the results for the interim periods are not
necessarily  indicative of results for the entire year. Certain information and
footnote  disclosures normally included in annual financial statements prepared
in accordance with generally accepted  accounting  principles have been omitted
pursuant to generally  accepted  accounting  principles  applicable for interim
periods. Management believes that the disclosures made are adequate to make the
information  presented not  misleading.  The unaudited  consolidated  financial
statements  should  be read in  conjunction  with the  following  notes and the
Company's  consolidated financial statements and accompanying notes included in
the Company's  Annual Report on Form 10-K for the fiscal year ended October 29,
1999.

Reporting Periods

   The Company's reporting periods end on the Friday closest to the end of each
month.

Use of Estimates

   The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements and
accompanying notes. Actual results could differ from those estimates.

2. Insurance Proceeds Receivable

   For the 1999/00 ski season,  the Company  arranged  for four  separate  paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
Sierra),  its New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain), Bear Mountain and the Summit. The policies have a deductible for the
initial  decline  from  targeted  paid skier visit  levels,  coinsurance  for a
portion  of the next 10%  decline  in paid skier  visits,  and  stated  maximum
coverage  levels.  The policies provide  coverage for  substantially  all risks
relating to paid skier visit levels, including adverse weather conditions, road
and airport closures,  downturns in the economy,  strikes and most other events
that  reduce the  targeted  number of paid skier  visits.  In the  accompanying
consolidated  financial statements as of and for the six months ended April 28,
2000,  the Company has recorded a receivable and resort  operating  revenues of
$6,600,000  for  expected  claims  proceeds  attributable  to the decline  from
targeted paid skier visits for the 1999/2000  season.  The Company is currently
in the process of filing  claims under the Lake Tahoe,  New  Hampshire and Bear
Mountain  policies,  which  are  subject  to the  review  and  approval  of the
insurance underwriters.

   Also  included  in  insurance  proceeds  receivable  as of April 28, 2000 is
$768,000 due for reconstruction of the restaurant facility at the top of
<PAGE>
                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Northstar's terrain,  which was destroyed in an electrical fire on February 26,
1999.

3. Accounts Payable and Accrued Liabilities

   Accounts payable and accrued liabilities consist of the following:

                                               April 28,          October 29,
                                                 2000                1999
                                            ----------------   ----------------
                                                      (In thousands)

   Accounts payable....................          $9,621              $10,072
   Accrued compensation and benefits...           3,713                3,279
   Taxes other than income.............             669                1,099
   Unearned   revenue   and
   deposits - resort operations........           3,881                9,887
   Unearned   revenue   -   real
   estate operations...................           7,050                   -
   Interest............................           2,469                2,492
   Other...............................           3,306                1,764
                                            ----------------   ----------------
                                                $30,709              $28,593


4. Financing Arrangements

Senior Credit Facility

   The  total  maximum  borrowing  availability  under  the  provisions  of the
Company's  Amended and Restated Credit Agreement (the "Senior Credit Facility")
is $25 million.  The final maturity date of the Senior Credit Facility is March
31,  2002.  The Senior  Credit  Facility  requires  that the  Company  not have
borrowings  thereunder in excess of $8 million,  in addition to certain amounts
maintained by the Company in certain  depository  accounts with Fleet  National
Bank, for a period of 60 consecutive days each year commencing between February
1 and  February  28.  Total  borrowings  outstanding  under the  Senior  Credit
Facility at April 28, 2000 were approximately $6.0 million, which bore interest
at an annual rate of 9.0% on such date.

Long-Term Debt

   As of April 28, 2000, the Company had outstanding  $133.5 million  aggregate
principal amount of its senior debt securities (the "Senior Notes"). The Senior
Notes mature on March 15, 2007,  and bear interest at 12.5% per annum,  payable
semi-annually  on March 15 and September 15. The Senior Notes are redeemable at
the option of the  Company,  in whole or in part,  at any time after  March 15,
2002, with an initial  redemption price of 106.25%  declining through maturity,
plus accrued and unpaid interest to the redemption date.

   The Senior Notes are  unconditionally  guaranteed,  on an  unsecured  senior
basis, as to the payment of principal,  premium, if any, and interest,  jointly
and severally (the "Guarantees"), by all Restricted Subsidiaries of the Company
(as defined in the Indenture)  having either assets or shareholders'  equity in
excess of $20,000 (the "Guarantors").  All of the Company's direct and indirect
subsidiaries  are Restricted  Subsidiaries,  except DRE, LLC. Each Guarantee is
effectively  subordinated to all secured  indebtedness  of such Guarantor.  The
Senior Notes are general senior  unsecured  obligations of the Company  ranking
equally  in  right of  payment  with  all  other  existing  and  future  senior
indebtedness of the Company and senior in right of payment to any  subordinated
indebtedness of the Company.

   The Senior  Notes are  effectively  subordinated  in right of payment to all
secured indebtedness of the Company and the Guarantors,  including indebtedness
under  the  Senior  Credit  Facility.   In  addition,   the  Senior  Notes  are
structurally  subordinated to any  indebtedness  of the Company's  subsidiaries
that are not Guarantors.  The indenture for the Senior Notes (the  "Indenture")
contains  covenants  for the benefit of the  holders of the Senior  Notes that,
among other  things,  restrict  the  ability of the Company and any  Restricted
Subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends and make
distributions;   (iii)  issue  stock  of   subsidiaries;   (iv)  make   certain
investments;  (v)  repurchase  stock;  (vi)  create  liens;  (vii)  enter  into
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


transactions   with   affiliates,   (viii)   enter  into  sale  and   leaseback
transactions,  (ix) create  dividend or other  payment  restrictions  affecting
Restricted   Subsidiaries;   (x)  merge  or  consolidate  the  Company  or  any
Guarantors; and (xi) transfer and sell assets.

   The Guarantors are  wholly-owned  subsidiaries of Booth Creek and have fully
and  unconditionally  guaranteed the Senior Notes on a joint and several basis.
Booth Creek is a holding  company and has no  operations,  assets or cash flows
separate from its  investments in its  subsidiaries.  In addition,  the assets,
equity,  income and cash flow of DRE,  LLC,  Booth  Creek's only  non-guarantor
subsidiary,  are  inconsequential  and the  membership  interest in DRE, LLC is
entirely  owned by Booth  Creek.  Accordingly,  Booth  Creek has not  presented
separate financial  statements and other disclosures  concerning the Guarantors
or its  non-guarantor  subsidiary  because  management has determined that such
information is not material to investors.

   During the six  months  ended  April 28,  2000,  the  Company  entered  into
long-term debt and capital lease  obligations of $2,828,000 for the purchase of
equipment.

5.    Northstar Real Estate Sales

   On November 17,  1999,  the Company,  through its  wholly-owned  subsidiary,
Trimont Land Company  ("TLC"),  consummated  the sale of certain  single family
development  property located at Northstar (the "Unit 7 and 7A Development") to
Trimont Land Holdings, Inc. ("TLH"), a wholly-owned subsidiary of Parent and an
affiliate of the Company,  for an aggregate sales price of $7,050,000,  subject
to adjustment as described  below. The  consideration  paid to TLC consisted of
$6,000,000  in cash and a  promissory  note (the "TLH  Note")  for a minimum of
$1,050,000.  Under the terms of the TLH Note,  TLC will  receive the greater of
(a)  $1,050,000  plus  accrued  interest  at 7% per annum,  or (b) the Net Cash
Proceeds of the resale of the lots within the Unit 7 and 7A  Development.  "Net
Cash Proceeds" is defined as gross proceeds received by TLH from the subsequent
resale of the lots,  after deduction for (1) the proceeds  applied to repay any
indebtedness  incurred by TLH in connection  with its financing of the purchase
of the lots, (2) any fees or other costs incurred by TLH in connection with its
financing of the purchase or sales of the lots, and (3) any corporate  overhead
costs incurred by TLH attributable to the purchase,  maintenance,  marketing or
sale of the lots.  The TLH Note is  prepayable  at any time,  and is due on the
earlier to occur of January  30, 2001 or the date on which the last of the lots
owned by TLH has been  sold.  Pursuant  to the terms of the  sale,  TLC has (1)
retained  the  obligation  to  complete  the  scheduled   construction  of  the
development in accordance with the tentative site development  plan, and (2) an
option to repurchase  the Unit 7 and 7A  Development  from TLH.  Northstar will
recognize revenue and related cost of sales for these real estate  transactions
upon the substantial completion of construction and the close of escrow for the
sales between TLH and third party buyers.

   The Company is involved in continuing  discussions  with East West Partners,
Inc., a Colorado based real estate  development  firm, for the proposed sale of
certain developmental real estate consisting of approximately 500 acres of land
at Northstar.  Any proposed transaction would be subject to a number of closing
conditions and  requirements,  including (1) required  consent of the Company's
lender under the Senior Credit  Facility,  (2)  limitations  on asset sales and
other  provisions  under the Indenture for the Senior Notes,  (3) completion of
title  evaluations and  subdivision  requirements to effect the transfer of the
subject property, and (4) other normal and customary closing conditions.

6.    Income Taxes

   Due to the  Company's  lack  of  profitable  history,  the tax  benefits  of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax benefit is expected  for the year ended  October 27, 2000 due to  continued
operating losses.  Accordingly,  during the six months ended April 28, 2000, no
income tax provision has been provided.
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


7.    Business Segments

   The Company currently operates in two business  segments,  Resort Operations
and Real Estate and Other. Data by segment is as follows:


                               Three Months Ended          Six Months Ended
                             -----------------------    -----------------------
                              April 28,   April 30,       April 28,   April 30,
                                2000        1999            2000       1999
                             ----------  -----------    -----------  ----------
                                              (In thousands)
   Revenue:
    Resort operations....       $65,415      $56,791       $109,284     $103,090
    Real  estate  and
      other..............            -           -              845           -
                             ----------  -----------    -----------  -----------
                                $65,415      $56,791       $110,129     $103,090
                             ==========  ===========    ===========  ===========

   Operating income:
    Resort operations....       $23,249      $14,026        $28,830      $19,164
    Real  estate  and
      other..............            -            -             512           -
                             ----------  -----------    -----------  -----------
                                $23,249      $14,026        $29,342      $19,164
                             ==========  ===========    ===========  ===========


                                                  April 28,     October 29,
                                                    2000           1999
                                                -------------  -------------
                                                       (In thousands)
   Identifiable assets:
    Resort operations..................           $194,409        $188,870
    Real estate and other..............             13,515          13,363
                                                -------------  -------------
                                                  $207,924        $202,233
                                                =============  =============


   A reconciliation  of combined  operating  profits for Resort  Operations and
Real Estate and Other to  consolidated  income before  minority  interest is as
follows:

                                 Three Months Ended       Six Months Ended
                               ----------------------   --------------------
                               April 28,    April 30,   April 28,  April 30,
                                 2000         1999        2000       1999
                               ---------    ---------   ---------  ---------
                                               (In thousands)

   Total profit for reportable
   segments...................   $23,249      $14,026     $29,342    $19,164
   Interest expense...........    (4,416)      (4,720)     (9,241)    (9,688)
   Amortization of deferred
   financing costs............      (240)        (307)       (475)      (636)
   Other expense..............       (33)        (179)        (21)      (175)

                               ---------    ---------   ---------  ---------
   Income before minority
   interest...................   $18,560       $8,820     $19,605     $8,665
                               =========    =========   =========  =========
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


8. Subsequent Events

Sale of Grand Targhee

   On March 21, 2000, the Company and GT Acquisition I, LLC ("GT Acquisition"),
an entity formed and controlled by the Chairman and Chief Executive  Officer of
the Company,  entered into an Asset  Purchase  Agreement  pursuant to which the
Company agreed to sell to GT Acquisition all of the assets  associated with the
Grand Targhee resort for $11 million in cash,  subject to certain  adjustments.
The sale of the Grand Targhee  resort to GT Acquisition is anticipated to close
in June 2000.  At the  closing of the  transaction,  GT  Acquisition  will also
assume all liabilities relating to the Grand Targhee resort.

Capital Restructuring of Parent

   The  holders  of the  outstanding  securities  of  Parent  have  agreed to a
restructuring   of  Parent's   existing   capital   structure   (the   "Capital
Restructuring").

   Currently, Parent has outstanding Class A and Class B common stock, warrants
to purchase Class B common stock and Parent senior notes ("Parent Notes").  The
Class B common stock is  non-voting,  and each share of Class B common stock is
convertible  into one share of Class A common  stock.  Pursuant  to the Capital
Restructuring,  all of Parent's  outstanding  Class A and Class B common  stock
will be converted  into Parent Notes in a principal  amount equal to 20% of the
paid-in capital relating  thereto.  The Parent Notes to be issued in connection
with the Capital  Restructuring will have the same terms as the existing Parent
Notes.  In  addition,  new shares of Class A and Class B common stock of Parent
will be issued to the holders of Parent Notes on a pro rata basis in proportion
to the  respective  ownership of Parent Notes.  Under the terms of the proposed
restructuring  George N. Gillett,  Jr. and affiliates will continue to own 100%
of  the  outstanding   Class  A  common  stock.  The  closing  of  the  Capital
Restructuring  is subject to  completion  of final  documentation  and  certain
closing  conditions.  It  is  anticipated  that  the  closing  of  the  Capital
Restructuring  will  occur in June 2000.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

   The discussion  and analysis  below relates to the  historical  consolidated
financial  statements and  historical  results of operations of the Company and
the liquidity and capital  resources of the Company.  The following  discussion
should be read in conjunction  with the consolidated  financial  statements and
related  notes  thereto  included  elsewhere  in  this  report.  The  following
discussion contains certain  forward-looking  statements that involve risks and
uncertainties.  The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to the differences are
discussed in "Forward-Looking Statements" and elsewhere in this report.

General

   The  Company's  ski  operations  are highly  sensitive  to regional  weather
conditions and the overall  strength of the regional  economies in the areas in
which the Company operates.  The Company believes that the geographic diversity
of its resorts and the use of  extensive  snowmaking  technology  coupled  with
advanced trail grooming equipment, which together can provide consistent skiing
conditions,  can  partially  mitigate the risk of both  economic  downturns and
adverse weather  conditions in any given region.  However,  the Company remains
vulnerable to warm  weather,  heavy rains and drought and other types of severe
or  unusual  weather  conditions,  which can have a  significant  effect on the
operating revenues and profitability at any one of the Company's resorts.

   The Company's four most weather-sensitive resorts, Bear Mountain, Waterville
Valley,  Loon Mountain and Mt.  Cranmore,  have invested  heavily in snowmaking
capabilities to provide coverage on virtually all of their trails and have been
open for skiing at least 145, 151, 159, and 119 days, respectively, during each
of the last five ski seasons,  including the 1999/00 ski season.  The Company's
Northstar,  Sierra, Summit and Grand Targhee resorts are less weather-sensitive
based on their historical natural snowfall,  averaging  approximately 326, 514,
500, and 530 inches of snowfall,  respectively,  per year for the past five ski
seasons.  As a result of their  historic  natural  snowfall,  their  snowmaking
capabilities are considerably less extensive than at Bear Mountain,  Waterville
Valley,  Loon  Mountain  or Mt.  Cranmore,  and  therefore,  such  resorts  are
dependent  upon early  season  snowfall  to provide  necessary  terrain for the
important Christmas holiday period.

   The Company's results of operations are also highly dependent on its ability
to compete in each of the large  regional ski markets in which it operates.  At
Northstar and Sierra,  approximately  70% of the 1999/00 ski season total skier
days were attributable to residents of the San Francisco,  Sacramento,  Central
California  Valley and Lake Tahoe regions.  At Bear Mountain,  more than 90% of
the 1999/00 ski season total skier days were  attributable  to residents of the
Los Angeles and San Diego  metropolitan  regions.  At Waterville  Valley,  Loon
Mountain and Mt. Cranmore,  more than 75% of the 1999/00 ski season total skier
days were attributable to residents of Massachusetts and New Hampshire,  with a
large percentage of such visitors coming from the Boston  metropolitan area. At
the Summit,  the Company estimates that more than 90% of the 1999/00 ski season
total  skier  days  were  attributable  to  residents  of  the   Seattle/Tacoma
metropolitan  region. The Company's Grand Targhee resort attracts more than 40%
of its skiers from outside its local skiing population.

   In  addition to revenue  generated  from skiing  operations,  the  Company's
resorts  generate  significant  revenue  from  non-ski  operations,   including
lodging,  conference  center  services,  health  and  tennis  clubs and  summer
activities such as mountain biking rentals and golf course fees.

   A significant  portion of total operating costs at the Company's resorts are
variable,  consisting  primarily  of  retail  and food  service  cost of sales,
utilities and labor expense.  These variable costs can fluctuate  significantly
based upon skier  days and  seasonal  factors.  With the  exception  of certain
management, marketing and maintenance personnel, all of the Company's employees
are compensated on an hourly basis.
<PAGE>

Results of Operations of the Company

   Overview

   The Company's  results of operations are  significantly  impacted by weather
conditions.  Northstar and Sierra  experienced  unseasonably  dry weather and a
lack of  natural  snowfall  during  November  and  December  of 1999.  However,
snowfall for these resorts  returned to more normal  levels during  January and
February of 2000. Bear Mountain  experienced a lack of natural snowfall through
mid  February  due to dry weather in Southern  California,  although  snowstorm
activity picked up  considerably in the second half of February and March.  The
East  experienced  variable  temperatures  and a lack  of  significant  natural
snowfall  through the middle of January 2000.  Conditions  began to improve for
the New Hampshire  resorts in late  January,  and were  generally  favorable in
February  and  portions of March.  Accordingly,  weaker  conditions  negatively
impacted  terrain  availability,  snowmaking  conditions  and skier days at the
Company's  California  and New Hampshire  resorts  during the  Company's  first
fiscal  quarter of 2000,  although  there was  considerable  improvement in the
second  quarter.  The Summit  experienced  generally  favorable snow conditions
during the 1999/00 ski season. Grand Targhee had a delayed opening due to lower
than expected levels of natural snowfall through early December 1999.  However,
conditions  at Grand Targhee  during the  remainder of the 1999/00  season were
generally favorable.

   Three  Months  Ended April 28, 2000 as  Compared to the Three  Months  Ended
April 30, 1999

   Revenues  from resort  operations  for the three months ended April 28, 2000
were $65,415,000,  an increase of $8,624,000, or 15%, from the Company's resort
operations  revenues for the three  months ended April 30, 1999.  There were no
revenues  generated by real estate and other operations during either the three
months ended April 29, 2000 or April 30, 1999.

   For the 1999/00 ski season, the Company  introduced new attractively  priced
season pass products at Sierra, Bear Mountain, Waterville Valley, Mt. Cranmore,
Loon Mountain,  the Summit and Grand Targhee,  which were designed to stimulate
demand,  attract greater market share and take advantage of off-peak  capacity.
This  initiative  resulted in an increase of  approximately  $7,400,000  in the
total amount of season pass products sold for the 1999/00  season when compared
to the 1998/99 season.  Revenues from these season pass products are recognized
ratably over the ski season, and increased by approximately  $4,300,000 for the
three months ended April 28, 2000 as compared to the 1999 period.

   Total skier visits for the three months ended April 28, 2000 were 1,434,000,
an increase of 47,000 skier  visits,  or 3%, over the 1999 period.  The Company
believes  that the increase was  primarily  due to the effect of the new season
pass products designed to stimulate demand and attract greater market share.

   For the 1999/00 ski season,  the Company  arranged  for four  separate  paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
Sierra),  its New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain), Bear Mountain and the Summit. The policies have a deductible for the
initial  decline  from  targeted  paid skier visit  levels,  coinsurance  for a
portion  of the next 10%  decline  in paid skier  visits,  and  stated  maximum
coverage  levels.  The policies provide  coverage for  substantially  all risks
relating to paid skier visit levels, including adverse weather conditions, road
and airport closures,  downturns in the economy,  strikes and most other events
that reduce the  targeted  number of paid skier  visits.  For the three  months
ended April 28, 2000,  the Company has recorded  resort  operating  revenues of
$1,600,000 for expected claims proceeds attributable to slight declines in paid
skier visits from  targeted  levels  during the second  quarter of 2000, as the
Company  had  previously  met the  deductible  levels  on the Lake  Tahoe,  New
Hampshire and Bear Mountain policies due to significant  declines in paid skier
visits  experienced  during the first quarter of 2000. The Company is currently
in the process of filing  claims under the Lake Tahoe,  New  Hampshire and Bear
Mountain  policies,  which  are  subject  to the  review  and  approval  of the
insurance underwriters.

   Resort  operating  revenues,  excluding  the  effects  of paid  skier  visit
insurance,  increased by  $7,024,000,  or 12%, for the three months ended April
28, 2000 as compared to the 1999 period.  Revenues for  Northstar  increased by
$1,371,000 due primarily to improvements in per skier revenue yields.  Revenues
for Sierra  increased by $1,037,000 due to higher total skier visits and season
pass revenues.  Bear Mountain generated an increase in revenues of $959,000 due
principally to improved yields.  Waterville Valley's revenues declined slightly
<PAGE>

due primarily to the  conversion of its retail  operations to a  concessionaire
arrangement  for the 1999/00  season,  partially  offset by higher  season pass
revenues.   Revenues  for  Mt.  Cranmore   increased   slightly  due  to  yield
improvements.  Loon Mountain's revenues increased by $1,099,000 due to improved
yields and an increase in total skier visits and season pass revenues. Revenues
for the Summit  increased by  $2,352,000  due  primarily to increases in season
pass revenues.  Revenues for Grand Targhee increased  $296,000 due to increased
total skier visits.

   Cost of sales for resort  operations  for the three  months  ended April 28,
2000 were $29,474,000,  a decrease of $504,000,  or 2%, as compared to the 1999
period.  The net reduction  was  primarily  due to the combined  effects of the
following:  (1) elimination of certain  nonrecurring  maintenance,  operations,
snow  removal  and other costs at the Summit,  (2)  elimination  of $600,000 in
retail  costs  of sales  at  Waterville  Valley  due to the  conversion  of the
resort's retail operations to a concessionaire  arrangement for the 1999/00 ski
season, and (3) slightly increased cost of operations in the 2000 period due to
higher  business  volumes  and  revenues.  Included  in  selling,  general  and
administrative  expense for the three months ended April 28, 2000 were costs in
the amount of approximately $400,000 for professional and other fees associated
with a consent  solicitation  to holders of the Company's  Senior Notes,  which
expired by its terms on April 13,  2000.  Excluding  the  consent  solicitation
costs, selling,  general and administrative  expense for the three months ended
April 28, 2000 was  $6,555,000,  a decrease of $240,000,  or 4%, as compared to
the  1999  period.  The  decrease  was due to  reduced  corporate  general  and
administrative costs coupled with efforts to maintain marketing and sales costs
at historical levels at all of the Company's resorts.

   Interest  expense  for  the  three  months  ended  April  28,  2000  totaled
$4,416,000,  a decrease of $304,000 from the Company's interest expense for the
three  months  ended April 30,  1999.  The  decrease  in  interest  expense was
primarily  the result of lower  borrowing  levels  under the  Company's  Senior
Credit Facility, offset by slightly higher borrowing rates.

   Due to the  Company's  lack  of  profitable  history,  the tax  benefits  of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax benefit is expected  for the year ended  October 27, 2000 due to  continued
operating losses. Accordingly, during the three months ended April 28, 2000, no
income tax provision has been provided.

   "EBITDA"   represents  income  from  operations   before   depreciation  and
amortization  expense and the noncash cost of real estate sales. EBITDA for the
three months ended April 28, 2000 was $28,986,000, an increase of $8,968,000 or
45% over EBITDA of $20,018,000 for the three months ended April 30, 1999.

   Six Months  Ended April 28,  2000 as Compared to the Six Months  Ended April
30, 1999

   Total revenue for the six months ended April 28, 2000 was  $110,129,000,  an
increase of $7,039,000,  or 7%, over the Company's  revenues for the six months
ended April 30, 1999.  Revenues from resort operations for the six months ended
April 28, 2000 were $109,284,000, an increase of $6,194,000, or 6%, as compared
to the 1999 period.  Revenues  from real estate  operations  for the six months
ended April 28, 2000 were  $845,000,  which was due to the closing of escrow on
three lots within Phases 4 and 4A of the Big Springs development at Northstar.

   For the 1999/00 ski season, the Company  introduced new attractively  priced
season pass products at Sierra, Bear Mountain, Waterville Valley, Mt. Cranmore,
Loon Mountain,  the Summit and Grand Targhee,  which were designed to stimulate
demand,  attract greater market share and take advantage of off-peak  capacity.
This  initiative  resulted in an increase of  approximately  $7,400,000  in the
total amount of season pass products sold for the 1999/00  season when compared
to the 1998/99 season.

   Due to the unfavorable weather and terrain conditions experienced by most of
the  Company's  resorts  during the first half of the 1999/00  ski season,  the
Company experienced  significant declines in total skier visits for the 1999/00
season as compared to the 1998/99 season. Total skier visits for the six months
ended April 28, 2000 were 2,287,000, a decrease of 146,000 skier visits from the
1999 period.

   For the 1999/00 ski season,  the Company  arranged  for four  separate  paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
Sierra),  its New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain),  Bear  Mountain  and the Summit.  For the six months ended April 28,
2000,  the Company has recorded a receivable and resort  operating  revenues of
$6,600,000  for  expected  claims  proceeds  attributable  to the decline  from
targeted paid skier visits for the 1999/00 season.  The Company is currently in
the process of filing  claims  under the Lake  Tahoe,  New  Hampshire  and Bear
Mountain  policies,  which  are  subject  to the  review  and  approval  of the
insurance underwriters.
<PAGE>

   Resort  operating  revenues,  excluding  the  effects  of paid  skier  visit
insurance,  were  $102,684,000  for the six  months  ended  April 28,  2000,  a
decrease of $406,000 from the 1999 period.  Revenues for Northstar,  Sierra and
Bear Mountain  declined by $1,195,000,  $1,544,000 and $914,000,  respectively,
due to a decline in total skier visits, partially offset by improvements in per
skier  revenue  yields for these  resorts and higher  season  pass  revenues at
Sierra and Bear Mountain.  Waterville  Valley's revenues declined by $1,298,000
due to the conversion of its retail operations to a concessionaire  arrangement
for the 1999/00 season and lower total skier visits,  offset by improved yields
and higher season pass revenues. Revenues for Mt. Cranmore were consistent with
the prior period,  as improved  yields offset the impact of reduced total skier
visits.  Loon  Mountain  generated  increased  revenues  of  $1,411,000  due to
improved  yields and  higher  season  pass  revenues.  Revenues  for the Summit
increased by  $2,815,000  due to increases in season pass revenues and improved
yields. Grand Targhee generated slightly increased revenues due to higher total
skier visits.

   Cost of sales for resort  operations for the six months ended April 28, 2000
were  $55,619,000,  a decrease  of  $3,648,000,  or 6%, as compared to the 1999
period. The decline was primarily due to the combined effects of the following:
(1) lower business  volumes and aggressive  variable cost management at most of
the  resorts  during the first  quarter  of 2000,  (2)  elimination  of certain
nonrecurring  maintenance,  operations,  snow  removal  and other  costs at the
Summit,  and (3)  elimination  of  $1,000,000  in  retail  costs  of  sales  at
Waterville  Valley due to the conversion of the resort's retail operations to a
concessionaire  arrangement  for the 1999/00  ski season.  Included in selling,
general and  administrative  expense for the three  months ended April 28, 2000
were costs in the amount of  approximately  $400,000 for professional and other
fees associated with a consent  solicitation to holders of the Company's Senior
Notes,  which  expired by its terms on April 13,  2000.  Excluding  the consent
solicitation  costs,  selling,  general and administrative  expense for the six
months ended April 28, 2000 was $13,205,000,  a decrease of $661,000, or 5%, as
compared to the 1999 period.  The decrease was due to reduced corporate general
and  administrative  costs coupled with efforts to maintain marketing and sales
costs at historical levels at all of the Company's resorts.

   Cost of sales for real  estate  operations  was  $333,000  for the three lot
closings which occurred during the 2000 period,  including  $331,000 of noncash
cost of real estate sales.

   Interest expense for the six months ended April 28, 2000 totaled $9,241,000,
a decrease of $447,000 from the Company's  interest  expense for the six months
ended April 30, 1999. The decrease in interest expense was primarily the result
of lower borrowing levels under the Company's Senior Credit Facility, offset by
slightly higher borrowing rates.

   Due to the  Company's  lack  of  profitable  history,  the tax  benefits  of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax benefit is expected  for the year ended  October 27, 2000 due to  continued
operating losses.  Accordingly,  during the six months ended April 28, 2000, no
income tax provision has been provided.

   EBITDA for the six months ended April 28, 2000 was $40,903,000,  an increase
of $10,946,000 or 37% over EBITDA of $29,957,000 for the six months ended April
30, 1999.

Liquidity and Capital Resources

   The  Company's  primary  liquidity  needs are to fund capital  expenditures,
service  indebtedness and support seasonal  working capital  requirements.  The
Company's  primary  sources  of  liquidity  are cash flow from  operations  and
borrowings  under the Senior  Credit  Facility.  Virtually all of the Company's
operating income is generated by its subsidiaries.  As a result, the Company is
dependent on the earnings and cash flow of, and dividends and  distributions or
advances from, its subsidiaries to provide the funds necessary to meet its debt
service  obligations.  The Senior Credit  Facility,  as amended and restated on
January  28,  1999  and  May  18,  1999,   currently   provides  for  borrowing
availability  of up to $25  million  during  the term of such  facility,  which
expires March 31, 2002.  The Senior Credit  Facility  requires that the Company
not have borrowings  thereunder in excess of $8 million, in addition to certain
amounts  maintained  by the Company in certain  depository  accounts with Fleet
National Bank, for a period of 60 consecutive days each year commencing between
February 1 and February  28. The Company  intends to use  borrowings  under the
Senior  Credit  Facility  to meet  seasonal  fluctuations  in  working  capital
requirements,  primarily  related  to  off-season  operations  and  maintenance
activities  during  the  months  of  May  through  November,  to  fund  capital
expenditures for lifts,  trail work,  grooming  equipment and other on-mountain
equipment and facilities and to build retail and other inventories prior to the
start of the skiing  season and for other  cash  requirements.  As of April 28,
2000,   outstanding   borrowings  under  the  Senior  Credit  Facility  totaled
approximately $6.0 million.
<PAGE>

   On November 17,  1999,  the Company,  through its  wholly-owned  subsidiary,
Trimont Land Company  ("TLC"),  consummated  the sale of certain  single family
development  property located at Northstar (the "Unit 7 and 7A Development") to
Trimont Land Holdings, Inc. ("TLH"), a wholly-owned subsidiary of Parent and an
affiliate of the Company,  for an aggregate sales price of $7,050,000,  subject
to adjustment as described  below. The  consideration  paid to TLC consisted of
$6,000,000  in cash and a  promissory  note (the "TLH  Note")  for a minimum of
$1,050,000.  The  proceeds of the sale were  applied  against  the  outstanding
borrowings  under the Senior  Credit  Facility  in order to provide the Company
with additional  liquidity for early 1999/00 ski season  operations.  Under the
terms of the TLH Note,  TLC will  receive  the greater of (a)  $1,050,000  plus
accrued interest at 7% per annum, or (b) the Net Cash Proceeds of the resale of
the lots within the Unit 7 and 7A  Development.  "Net Cash Proceeds" is defined
as gross proceeds received by TLH from the subsequent resale of the lots, after
deduction for (1) the proceeds  applied to repay any  indebtedness  incurred by
TLH in connection  with its financing of the purchase of the lots, (2) any fees
or other costs incurred by TLH in connection with its financing of the purchase
or sales of the lots,  and (3) any  corporate  overhead  costs  incurred by TLH
attributable to the purchase,  maintenance,  marketing or sale of the lots. The
TLH Note is  prepayable  at any  time,  and is due on the  earlier  to occur of
January  30,  2001 or the date on which  the last of the lots  owned by TLH has
been  sold.  Pursuant  to the  terms  of the  sale,  TLC has (1)  retained  the
obligation  to  complete  the  scheduled  construction  of the  development  in
accordance  with the  tentative  site  development  plan,  and (2) an option to
repurchase  the Unit 7 and 7A  Development  from TLH.  Northstar will recognize
revenue and related cost of sales for these real estate  transactions  upon the
substantial  completion of  construction  and the close of escrow for the sales
between TLH and third party buyers.

   The Company had a net working  capital  deficit of $21.9 million as of April
28, 2000  (including  $6.0 million in outstanding  borrowings  under the Senior
Credit  Facility,  and excluding $3.9 million of unearned  revenue and deposits
from resort operations for deferred season pass and loyalty  membership product
sales,  lodging  deposits,  prepaid ticket  vouchers and other advance  product
sales,   which  will  generally  not  require  cash  spending  to  settle  such
liabilities),  which will negatively  affect  liquidity during the remainder of
2000.

   The Company  generated cash from  operating  activities of $28.1 million for
the six months  ended April 28,  2000 as compared to $19.8  million for the six
months ended April 30, 1999. The increase is  principally  due to the Company's
improved  operating results for the six months ended April 28, 2000 as compared
to the 1999  period  and the sale of the  Unit 7 and 7A  Development  to TLH as
previously  discussed,  partially offset by the increase in insurance  proceeds
receivable for expected claims under paid skier visit insurance policies.

   Cash used in investing activities totaled $7.9 million and $12.9 million for
the six months  ended  April 28,  2000 and April 30,  1999,  respectively.  The
results for the 2000 and 1999 periods  primarily  reflect capital  expenditures
for the purchase of property and equipment.

   Cash used in financing activities totaled $20.0 million and $6.7 million for
the six months  ended  April 28,  2000 and April 30,  1999,  respectively.  The
results  for the 2000 and 1999  periods  primarily  reflect  repayments  on the
Senior Credit Facility and long-term debt.

   The Company's capital expenditures for property and equipment during the six
months ended April 28, 2000 were  approximately  $10.0 million  (including $2.8
million of equipment  acquired  through  capital lease  arrangements  and other
debt). Based on the Company's existing operations,  management anticipates that
capital  expenditures  for property and equipment during the last six months of
fiscal 2000 and fiscal 2001 will be approximately $20 million to $21 million in
the aggregate,  including  approximately $8 million in resort maintenance.  The
Company  plans to fund these capital  expenditures  from  available  cash flow,
vendor  financing to the extent  permitted under the Senior Credit Facility and
the Indenture for the Company's  Senior Notes and  borrowings  under the Senior
Credit Facility.

   There were no significant  commitments  for future capital  expenditures  at
April 28, 2000,  except for an early  buy-out  option for the purchase of three
high speed  detachable  quad lifts that were  installed  at the Summit and Bear
Mountain  at the start of the 1998/99  ski  season.  The lifts were  originally
obtained  under an operating  lease  arrangement.  On May 2, 2000,  the Company
funded the early buy-out option, which required a payment of approximately $4.5
million to purchase the lifts.

   Management  believes that there is a  considerable  degree of flexibility in
the timing  (and,  to a lesser  degree,  the scope) of its capital  expenditure
program,  and  even  greater  flexibility  as to its  real  estate  development
<PAGE>

objectives.  While the capital  expenditure program described above is regarded
by management as important, both as to timing and scope,  discretionary capital
spending  above  maintenance  levels can be  deferred,  in some  instances  for
substantial   periods  of  time,  in  order  to  address  cash  flow  or  other
constraints.  As a result of the  Company's  liquidity  constraints,  it may be
required to defer or abandon certain of its capital expenditure projects.

   With   respect  to  the   Company's   potential   real  estate   development
opportunities,  management believes that such efforts would enhance ski-related
revenues and contribute independently to earnings. In addition, with respect to
significant  development projects,  the Company anticipates entering into joint
venture  arrangements  that would reduce  infrastructure  and other development
costs. Nonetheless,  existing lodging facilities in the vicinity of each resort
are believed to be adequate to support  current skier volumes and a deferral or
curtailment of  development  efforts is not regarded by management as likely to
adversely  affect skier days and  ski-related  revenues or  profitability.  The
Company also believes that its current  infrastructure is sufficient,  and that
development of real estate  opportunities is not presently necessary to support
its existing operations.

   The  Company's  liquidity  has been and will  continue  to be  significantly
affected  by its high  leverage.  As a result of its  leveraged  position,  the
Company  will have  significant  cash  requirements  to service  debt and funds
available for working capital,  capital expenditures,  acquisitions and general
corporate purposes are limited.  In addition,  the Company's high level of debt
may increase its vulnerability to competitive  pressures and the seasonality of
the skiing and recreational  industries.  Any decline in the Company's expected
operating  performance  could have a material  adverse  effect on the Company's
liquidity  and on its  ability to service  its debt and make  required  capital
expenditures.

   In  addition,  the Senior  Credit  Facility and the  Indenture  each contain
covenants that, among other things,  significantly  limit the Company's ability
to obtain additional sources of capital and may affect the Company's liquidity.
These  covenants  restrict  the  ability  of the  Company  and  its  Restricted
Subsidiaries  to, among other things,  incur  additional  indebtedness,  create
liens, make investments,  consummate certain asset sales, create  subsidiaries,
issue  subsidiary  stock,  consolidate  or  merge  with any  non-guarantor,  or
transfer all or substantially all of the assets of the Company.  Further,  upon
the  occurrence  of a Change of  Control  (as  defined in the  Indenture),  the
Company may be required to repurchase the Notes at 101% of the principal amount
thereof,  plus  accrued  and unpaid  interest.  The  occurrence  of a Change of
Control may also  constitute a default  under the Senior  Credit  Facility.  No
assurance  can be given that the  Company  would be able to finance a Change of
Control repurchase offer.

   The Senior Credit  Facility also requires the Company to maintain  specified
consolidated financial ratios and satisfy certain consolidated financial tests.
The  Company's  ability to meet these  financial  covenants  may be affected by
events beyond its control,  and there can be no assurance that the Company will
meet those covenants.

   The Company is involved in continuing  discussions  with East West Partners,
Inc., a Colorado based real estate  development  firm, for the proposed sale of
certain developmental real estate consisting of approximately 500 acres of land
at Northstar.  Any proposed transaction would be subject to a number of closing
conditions and  requirements,  including (1) required  consent of the Company's
lender under the Senior Credit  Facility,  (2)  limitations  on asset sales and
other  provisions  under the Indenture for the Senior Notes,  (3) completion of
title  evaluations and  subdivision  requirements to effect the transfer of the
subject property, and (4) other normal and customary closing conditions.

   On March 21, 2000, the Company and GT Acquisition I, LLC ("GT Acquisition"),
an entity formed and controlled by the Chairman and Chief Executive  Officer of
the Company,  entered into an Asset  Purchase  Agreement  pursuant to which the
Company agreed to sell to GT Acquisition all of the assets  associated with the
Grand Targhee resort for $11 million in cash,  subject to certain  adjustments.
The sale of the Grand Targhee  resort to GT Acquisition is anticipated to close
in June 2000.  At the  closing of the  transaction,  GT  Acquisition  will also
assume all liabilities relating to the Grand Targhee resort.

   The Company  currently  has $133.5  million  aggregate  principal  amount of
Senior  Notes   outstanding,   which  will  result  in  annual  cash   interest
requirements  of  approximately  $16.7 million.  The Company  expects that cash
generated  from  operations,  cash  proceeds of planned  real  estate  sales at
Northstar,  cash proceeds of the Grand Targhee sale and potential  divestitures
of  other  real  estate  and  non-strategic  assets,  together  with  borrowing
availability,  will be adequate to fund the interest requirements on the Senior
<PAGE>

Notes and the Company's other cash operating and debt service requirements over
the next twelve months. In order to focus the Company's resources on attractive
investment  opportunities  at certain of its resorts and to satisfy  short-term
and long-term  liquidity  requirements,  the Company may in the future consider
divestitures of non-strategic  assets,  including resorts, if such transactions
can be completed on favorable terms.

   For the twelve months ended April 28, 2000,  the  Company's  ratio of EBITDA
before  unusual items to interest  expense was 2.15,  and as of April 28, 2000,
the ratio of the Company's  total debt to EBITDA  before  unusual items for the
last twelve months was 3.73.  For the twelve  months ended April 28, 2000,  the
Company's  earnings  would have been  inadequate to cover fixed charges by $7.8
million.  Any decline in the Company's  expected  operating  performance or the
failure to sell real estate at Northstar  or achieve  planned  divestitures  of
other  real  estate  and  non-strategic  assets,  in  each  case  on the  terms
anticipated,  could have a material  adverse effect on the Company's  financial
position and liquidity.  In such case, the Company could be required to attempt
to refinance all or a portion of its existing debt, sell other assets or obtain
additional financing.  No assurance can be given of the Company's ability to do
so or the terms of any such transaction. In addition, the Company would require
additional  financing  for  expansion of its existing  properties or for future
acquisitions,  if any. No assurances can be given that any such financing would
be available on commercially reasonable terms. See "Forward-Looking Statements"
herein.

   The Company  believes that inflation has had little effect on its results of
operations  and any  impact  on costs  has been  largely  offset  by  increased
pricing.

Seasonality

   The business of the Company is highly  seasonal,  with the vast  majority of
its annual revenues expected to be generated between November and April of each
fiscal year.  Management  considers it essential to achieve  optimal  operating
results  during key  holidays and weekends  during this period.  The  Company's
results of  operations  are,  in turn,  significantly  dependent  on  favorable
weather conditions and other factors beyond the Company's control.  The Company
has sought to mitigate the downside risk of its seasonal business by purchasing
paid skier visit insurance policies for the 1999/00 ski season.  However, these
policies would not fully protect the Company against poor weather conditions or
other factors that adversely affect the Company's operations.

   During the off-season  months of May through October,  the Company's resorts
typically  experience a substantial  reduction in labor and utility expense due
to the  absence  of ski  operations,  but  make  significant  expenditures  for
maintenance,  expansion and capital  improvement in preparation for the ensuing
ski season.

Regulation and Legislation

   The Company's  operations  are dependent  upon its ownership or control over
the real property constituting each resort. The real property presently used at
the Northstar and Mt. Cranmore resorts is owned by the Company. The Company has
the right to use a substantial portion of the real property associated with the
Bear Mountain,  Sierra,  Summit,  Grand  Targhee,  Loon Mountain and Waterville
Valley resorts under the terms of Term Special Use Permits issued by the United
States Forest  Service.  The Bear Mountain  permit  expires in 2020, the Sierra
permit  expires in 2039,  the  Waterville  Valley permit  expires in 2034,  the
Summit permit expires in 2032 and the Grand Targhee permit expires in 2034.

   A substantial portion of the real property associated with the Loon Mountain
resort is likewise used under United States Forest  Service  permits.  In 1993,
the United States Forest Service  authorized various lift, trail and snowmaking
improvements  on Loon Mountain and an expansion onto South  Mountain.  In 1996,
the United States Court of Appeals for the First Circuit (the "First  Circuit")
overturned  this  authorization  on the ground  that the United  States  Forest
Service had failed to properly address certain  environmental  issues under the
National Environmental Policy Act ("NEPA").  Certain improvements,  including a
snowmaking pipeline and part of the expansion,  had been constructed before the
First Circuit ruled.  On May 5, 1997, the United States  District Court for the
District of New Hampshire (the  "District  Court")  entered a stipulated  order
which  authorized  existing  improvements  to  remain  in  place  and  existing
operations to continue but generally prohibited future construction, restricted
use of a major  snowmaking  water source,  and required certain water discharge
permits to be pursued,  pending United States Forest Service reconsideration of
the projects under NEPA. These authorizations and limitations were incorporated
into the final order  issued by the District  Court on December  11, 1998,  and
will remain in effect until the United States Forest Service completes its NEPA
review and issues a new  decision.  On February  12, 1999,  the District  Court
agreed that the United States Forest  Service may combine this NEPA review with
<PAGE>

its evaluation and analysis of the existing  snowmaking  pipeline.  On December
13, 1999, the United States Forest  Service  announced that it expects to issue
the draft NEPA  documentation by June 2000 and the final NEPA  documentation by
November 2000.

   In August  1997,  the  United  States  Forest  Service  authorized  the Loon
Mountain resort to construct a new snowmaking  pipeline across  permitted land.
The United States Forest  Service found that such  construction  was consistent
with the District  Court order and enabled the resort to modify its  snowmaking
operations to better protect water  resources and replace  snowmaking  capacity
lost  under  the  order.  Although  the  pipeline  was  completed,  its use was
challenged  by private  parties  who  asserted  that the United  States  Forest
Service violated NEPA. On March 10, 1998, the District Court issued a series of
further  orders which,  among other  things,  directed the United States Forest
Service to re-evaluate  the pipeline and enjoined the Loon Mountain Resort from
using the pipeline  pending  further action by the court.  On July 2, 1998, the
United  States  Forest  Service  issued a new decision  approving the pipeline,
which was  challenged by several  private  parties,  who again asserted that it
violated  NEPA.  The United States  Forest  Service  subsequently  withdrew its
decision  authorizing  the pipeline to conduct  further review and the District
Court consolidated the lawsuits concerning the pipeline.  On November 19, 1998,
the District Court  modified the  injunction  allowing Loon Mountain to use the
pipeline to withdraw and convert 159.7 million  gallons of water per ski season
into snow while the United States Forest Service  further  reviews the pipeline
under NEPA.  On February  12, 1999,  the  District  Court issued a final order,
which dismissed the  consolidated  lawsuit  concerning the pipeline in light of
the United States Forest  Service's  decision to conduct  further review of the
pipeline,  and specified  that the  limitation on pipeline  usage will continue
until that review is  completed  and a new  decision is issued.  On January 28,
2000,  the District  Court  modified the final order to allow Loon  Mountain to
convert up to 190 million  gallons of water into snow during the  1999/2000 ski
season subject to certain additional conditions.

   Existing use of Loon Mountain is authorized under a Term Special Use Permit,
which covers  facilities and expires in 2006;  existing  non-skiing use of Loon
Mountain's  South Mountain area is authorized  under an annual permit issued by
the United States Forest Service that is subject to reissuance each year. After
the United States Forest  Service  reconsiders  the pipeline  improvements  and
expansion  under  NEPA,  it  will  need  to  render  a  new  decision  and,  if
appropriate,  issue a new Term Special Use Permit. At that time, the conditions
imposed  by the two  District  Court  orders  will  terminate.  Based  upon the
existing  administrative  record,  and certain  proposed  modifications  to the
resort's  snowmaking  operations  which are  intended to better  protect  water
resources,  the Company  expects that the pipeline  improvements  and expansion
will be approved by the United States Forest Service. However, no assurance can
be given regarding the timing or outcome of this process.

   The United  States  Forest  Service has the right to approve  the  location,
design and  construction of  improvements in permit areas and many  operational
matters at resorts  with  permits.  Under the Term  Special  Use  Permits,  the
Company is required to pay fees to the United States Forest  Service.  The fees
range  from  1.5% to  approximately  4.0% of  certain  revenues,  with the rate
generally  rising with increased  revenues.  The  calculation of gross revenues
includes, among other things, revenue from lift ticket, ski school lesson, food
and beverage, rental equipment and retail merchandise sales. Total fees paid to
the United States Forest  Service by the Company  during the year ended October
29, 1999 were $1,189,000.

   The  Company  believes  that its  relations  with the United  States  Forest
Service are good, and, to the best of its knowledge, no Term Special Use Permit
for any major ski resort has ever been  terminated  by the United States Forest
Service.  The United States Secretary of Agriculture has the right to terminate
any Term Special Use Permit upon  180-days  notice if, in planning for the uses
of the national forest, the public interest requires termination.  Term Special
Use Permits may also be terminated or suspended  because of  non-compliance  by
the permitee;  however,  the United States Forest  Service would be required to
notify  the  Company  of the  grounds  for such  action  and to provide it with
reasonable time to correct any curable non-compliance.

   The  Company's  resorts are subject to a wide variety of federal,  state and
local laws and regulations  relating to land use, water  resources,  discharge,
storage,  treatment and disposal of various  materials and other  environmental
matters.  Management  believes  that the  Company's  resorts are  presently  in
compliance   with  all  land  use  and   environmental   laws,   except   where
non-compliance  is not expected to result in a material  adverse  effect on its
financial condition.  The Company also believes that the cost of complying with
known  requirements,  as  well as  anticipated  investigation  and  remediation
activities,  will not have a material adverse effect on its financial condition
or future  results of  operations.  However,  failure to comply  with such laws
could  result  in the  imposition  of  severe  penalties  and  other  costs  or
restrictions  on  operations  by  government  agencies  or  courts  that  could
materially adversely affect operations.
<PAGE>

   The operations at the resorts  require  numerous  permits and approvals from
federal,  state and local  authorities  including permits relating to land use,
ski lifts and the sale of  alcoholic  beverages.  In  addition,  the  Company's
operations are heavily  dependent on its continued  ability,  under  applicable
laws, regulations,  policies, permits, licenses or contractual arrangements, to
have access to  adequate  supplies of water with which to make snow and service
the other needs of its  facilities,  and  otherwise to conduct its  operations.
There can be no assurance that new  applications of existing laws,  regulations
and policies, or changes in such laws,  regulations and policies will not occur
in a manner  that  could  have a  detrimental  effect on the  Company,  or that
material permits,  licenses or agreements will not be canceled, not renewed, or
renewed on terms materially less favorable to the Company.  Major expansions of
any one or more resorts could  require,  among other  things,  the filing of an
environmental  impact statement or other  documentation  with the United States
Forest Service and state or local  governments  under NEPA and certain state or
local NEPA  counterparts  if it is  determined  that the  expansion  may have a
significant impact upon the environment.  Although the Company has no reason to
believe that it will not be  successful  in  implementing  its  operations  and
development  plans,  no  assurance  can be given  that  necessary  permits  and
approvals will be obtained.

   Except for certain permitting and environmental  compliance matters relating
to the Loon  Mountain  resort,  the  Company  has not  received  any  notice of
material  non-compliance with permits,  licenses or approvals necessary for the
operation  of  its   properties  or  of  any  material   liability   under  any
environmental law or regulation.

   Pursuant to the air emissions  reduction  program currently in effect in the
area regulated by the South Coast Air Quality Management District in California
where Bear Mountain is located,  depending on Bear  Mountain's  operations  and
emissions, Bear Mountain may be required to acquire emission credits from other
facilities which have already implemented  nitrogen oxide emission  reductions.
When  necessary,   the  Company  may  purchase  "banked"  emission  credits  at
prevailing market rates.

   Bear  Mountain has a water supply  contract for 500  acre-feet per year with
Big Bear  Municipal  Water  District  executed  January  8, 1988,  the  initial
fifteen-year term of which expires on January 7, 2003. Big Bear Municipal Water
District's  primary  source of water is from a portion of the water in Big Bear
Lake shared with Bear Valley  Mutual  Water  Company,  the senior  water rights
holder.  The water supply contract  provides for water primarily for snowmaking
and slope  irrigation  purposes.  The  obligation of Big Bear  Municipal  Water
District to supply  water is excused only if the level of Big Bear Lake recedes
below 6,735.2 feet above sea level or eight feet below the top of Big Bear Lake
Dam. Bear Valley Mutual Water Company  recently  claimed that its rights in the
lake are not  subject to Big Bear  Municipal  Water  District's  obligation  to
supply water to Bear Mountain.  This claim is being vigorously contested by all
interested parties including Bear Mountain and a two-year moratorium  agreement
between Bear Valley Mutual Water Company and Big Bear Municipal  Water District
was executed in November  1998,  which  withdraws  Bear Valley's  claim for two
years while the issues between Bear Valley and Big Bear Municipal are resolved.
This allows continued  service to Bear Mountain on an uncontested  basis during
the moratorium period. No assurance can be made regarding the outcome or timing
of resolution of this matter.

   Pursuant to the previously  described  decision of the First Circuit and the
order of the District Court,  Loon Mountain applied for and was issued,  by the
Environmental  Protection  Agency  ("EPA"),  a  Clean  Water  Act  (the  "CWA")
discharge permit covering discharges associated with its snowmaking operations.
Certain  ongoing  discharges are authorized by the District Court order pending
final action on the permit and subject to the District  Court's  reserved power
to modify such approval to address any resulting environmental issues.

   Certain regulatory  approvals associated with the new snowmaking pipeline at
Loon Mountain  impose  minimum  stream flow  requirements  on the Loon Mountain
resort.  These  requirements  will compel the Loon Mountain resort to construct
water storage  facilities within the next ten years, and such construction will
require further  regulatory  approvals and  environmental  documentation  under
NEPA.  No  assurances  can be given  that  such  regulatory  approvals  will be
obtained or that the Company will have the financial resources to complete such
construction.

   In addition, the Loon Mountain resort was notified in September 1997 that it
had allegedly filled certain wetlands at the resort in violation of the CWA. In
response,  Loon  Mountain  worked with the EPA to remove the  alleged  fill and
implement certain erosion control measures.  On January 15, 1998, an individual
notified the EPA, Loon Mountain,  and certain other persons that he intended to
initiate a lawsuit under the CWA regarding the alleged  wetland  violation.  On
February 2, 1998,  the EPA wrote to such  individual  stating  that the alleged
<PAGE>

fill had been  removed and that the EPA does not believe  there is a continuing
violation at the site. On January 18, 2000, in papers filed in connection  with
the  District  Court's   modification  of  the  final  order  in  the  pipeline
litigation, the same individual again alleged that Loon Mountain had previously
filled  wetlands in violation of the CWA. The Company does not have any further
notice of any threatened lawsuit or other action regarding this matter.

Forward-Looking Statements

   Except for  historical  matters,  the matters  discussed  in Part I, Item 2.
"Management's  Discussion  and Analysis of Financial  Condition  and Results of
Operations"   are   forward-looking   statements   that   involve   risks   and
uncertainties.  The  forward-looking  statements  are made pursuant to the safe
harbor  provisions  of the Private  Securities  Litigation  Reform Act of 1995.
Forward-looking   statements  are  based  on  management's  current  views  and
assumptions and involve risks and uncertainties that could significantly affect
expected  results.  The  Company  wishes to  caution  the reader  that  certain
factors,  including those described below,  could  significantly and materially
affect the Company's actual results,  causing results to differ materially from
those in any  forward-looking  statement.  These factors  include,  but are not
limited  to:  uncertainty  as to  future  financial  results,  the  substantial
leverage and liquidity constraints of the Company, the capital intensive nature
of  development  of the Company's ski resorts,  uncertainties  associated  with
obtaining  financing  for future real estate  projects and to undertake  future
capital  improvements,  demand  for  and  costs  associated  with  real  estate
development,  the  discretionary  nature of consumers'  spending for skiing and
resort real estate,  regional and national economic conditions,  the successful
or unsuccessful integration of acquired businesses, weather conditions, natural
disasters (such as earthquakes and floods), industry competition,  governmental
regulation and other risks associated with expansion and  development,  and the
occupancy of leased  property and property  used  pursuant to the United States
Forest Service permits.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   There have been no material  changes in information  relating to market risk
since the Company's  disclosure  in Item 7a. of the Company's  Annual Report on
Form 10-K for the year ended October 29, 1999 as filed with the  Securities and
Exchange Commission.
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

   Each of the  Company's  resorts  has  pending  and is  regularly  subject to
litigation,  and the threat  thereof,  with respect to personal  injury  claims
relating  principally to skiing  activities at its resorts but also relating to
premises and  vehicular  operations  and  worker's  compensation  matters.  The
Company  maintains  extensive  liability  insurance that the Company  considers
adequate to monetarily  insure claims related to such usual and customary risks
associated with the operation of four-season recreation resorts.

   Killington West, Ltd., formerly known as Bear Mountain,  Ltd.,  ("Killington
West"),  filed a breach of contract  lawsuit in the Superior Court of the State
of  California,   San  Bernardino  County,   against   Fibreboard   Corporation
("Fibreboard")  and Bear  Mountain,  Inc.  alleging  that  Fibreboard  and Bear
Mountain, Inc. breached the asset purchase agreement dated October 6, 1995 (the
"Original Bear Mountain Agreement") among Killington West,  Fibreboard and Bear
Mountain, Inc. pursuant to which Bear Mountain, Inc. acquired the Bear Mountain
ski resort from Killington West. Killington West's lawsuit concerned an alleged
breach by Fibreboard and Bear Mountain,  Inc. of a change of control  provision
in the Original  Bear  Mountain  Agreement.  In  connection  with the Company's
acquisition of Bear Mountain,  Inc. in December 1996, the Company obtained from
Fibreboard indemnification for any claim that might be made by Killington West,
and further,  required that $1 million of the purchase  price be held in escrow
pending the outcome of any potential disputes with Killington West.  Fibreboard
acknowledged  its obligation to indemnify  Bear Mountain,  Inc. with respect to
the  Killington  West  lawsuit  and will  defend  such  lawsuit  on  behalf  of
Fibreboard and Bear Mountain, Inc.

   In  connection  with the merger with Loon  Mountain  Recreation  Corporation
("LMRC"),  certain  shareholders  of LMRC (the "LMRC  Shareholder  Plaintiffs")
filed a  lawsuit  against  LMRC and its  former  directors  alleging  breach of
fiduciary  duty and  against the Company  alleging  that the Company  failed to
comply with the New Hampshire  Security Takeover  Disclosure Act (the "Takeover
Statute")  in  connection   with  the   transaction.   The  two  lawsuits  were
consolidated in the Superior Court of Grafton County,  New Hampshire.  Prior to
the filing of the lawsuit  against  the  Company,  the  Company  received a "no
action"  order  from  the  Bureau  of  Securities  Regulation,   New  Hampshire
Department  of State (the  "Bureau")  finding  that the  Takeover  Statute  was
inapplicable to the proposed merger. The LMRC Shareholder  Plaintiffs'  initial
request  for  a  preliminary   injunction   prohibiting  the  Company  (or  its
affiliates)  from  proceeding  with the LMRC  merger  was  denied by the court.
Before the litigation  proceeded further,  and prior to the merger, the parties
to the merger  agreement  amended such agreement.  The Company then obtained an
additional  order by the Bureau that the Takeover  Statute did not apply to the
merger  transaction.  The Company  answered  the LMRC  Shareholder  Plaintiffs'
petition and filed a motion to dismiss the LMRC Shareholder  Plaintiffs' action
against the Company  asserting  that the Takeover  Statute did not apply to the
transaction as a matter of law. The court initially denied the Company's motion
to  dismiss  but  granted  the  motion to dismiss  upon  reconsideration.  LMRC
Shareholder  Plaintiffs  appealed the  dismissal to the New  Hampshire  Supreme
Court and oral  arguments  were  heard in January  of 2000;  the New  Hampshire
Supreme Court's decision has not yet been entered. Potential remedies under the
Takeover Statute include money damages and rescission of the transaction. While
the Company does not believe the LMRC  Shareholder  Plaintiffs  will prevail in
their  actions,  no  assurances  can be made  regarding  the  outcome  of these
actions.

   LMRC Shareholder  Plaintiffs'  breach of fiduciary duty action against LMRC,
Parent  and its  former  directors  remains  pending  and  discovery  is  being
conducted.  The matter has been consolidated for trial with the Corporation Act
case  described  below;  trial  has not yet  been  set.  The  LMRC  Shareholder
Plaintiffs were given leave by the court to amend their complaint to seek money
damages  against  the  Company,  LMRC  and its  former  directors.  If the LMRC
Shareholder  Plaintiffs  are  successful  in  obtaining a judgment  against the
former LMRC  directors,  the Company may have certain  obligations to indemnify
the former directors  pursuant to the former LMRC by-laws.  A brother of one of
the LMRC Shareholder Plaintiffs,  who owned 125 shares of LMRC common stock and
nine shares of LMRC  preferred  stock,  recently filed a Motion to Intervene in
this matter and the Company has objected;  such matter is awaiting  decision by
the court. While the Company does not believe LMRC Shareholder  Plaintiffs will
prevail in this  lawsuit,  no assurances  can be made  regarding the outcome of
this litigation.

   Also  in  connection  with  the  merger  with  LMRC,  the  LMRC  Shareholder
Plaintiffs  exercised  dissenters'  rights  under  the New  Hampshire  Business
Corporation  Act (the  "Corporation  Act").  Under the statutory  procedure for
settling the LMRC Shareholder  Plaintiffs'  dissenters'  rights,  LMRC paid the
<PAGE>

plaintiffs an aggregate of $34,436, or $30.61 per share, as its estimate of the
fair value of their 1,125  shares.  The LMRC  Shareholder  Plaintiffs  demanded
additional  payments  necessary  to  compensate  them for the  $71.38 per share
price,  plus  interest,  which they asserted as the fair value of their shares.
Pursuant to the  Corporation  Act, LMRC  commenced a proceeding in the Superior
Court of Grafton  County,  New  Hampshire  seeking a judicial  appraisal of the
value of the LMRC Shareholder Plaintiffs' shares in LMRC. Discovery in the case
is pending and the matter has been  consolidated  for trial with the  fiduciary
duty  case  described  above;  trial has not yet been  set.  While the  Company
believes that the amount paid to the LMRC  Shareholder  Plaintiffs prior to the
commencement  of the appraisal  proceeding  represents  the fair value of their
shares,  there  can  be no  assurance  as to  the  value  which  the  appraisal
proceeding will assign to the LMRC Shareholder Plaintiffs' 1,125 shares.

   In 1995,  an individual  sued the United States Forest  Service (the "Forest
Service") in the United States District Court for the District of New Hampshire
(the  "District  Court")  alleging  that the Forest  Service had  violated  the
National Environmental Policy Act ("NEPA"), the Clean Water Act ("CWA"), and an
executive order in approving improvements to facilities on Loon Mountain and an
expansion  of the  Loon  Mountain  resort  on to  South  Mountain.  LMRC and an
environmental  group  intervened  in the lawsuit.  The District  Court  entered
summary  judgment  for the  Forest  Service  on all  claims  and  the  original
plaintiff,  along with the intervening  environmental  group,  (collectively or
individually,  the "Environmental  Plaintiffs") appealed. In December 1996, the
United  States  Court of Appeals for the First  Circuit  (the "First  Circuit")
reversed the  District  Court  decision and ruled that the Forest  Service must
reconsider certain  environmental issues under NEPA and that LMRC must obtain a
discharge  permit  under the CWA for  certain  discharges  from its  snowmaking
system.  The District Court then entered a stipulated order that:  enjoins LMRC
from any further  construction  implementing  the project with certain  limited
exceptions;   imposes  various   restrictions  on  LMRC's  existing  snowmaking
operations and requires LMRC to apply for a CWA discharge permit for discharges
of water and any associated pollutants  associated with its snowmaking;  allows
existing  construction  to  remain  in place  and  existing  uses to  continue;
requires LMRC to undertake  certain  erosion  control and monitoring  measures;
requires the Forest Service to prepare  supplemental NEPA  documentation on the
improvements  and expansion;  and reserves the right to require  restoration of
areas developed under the original Forest Service approval to their preexisting
condition  if not  ultimately  re-approved  by the Forest  Service.  This order
remains in effect until the supplemental NEPA process is completed.  The Forest
Service has announced it expects to issue draft NEPA documentation by June 2000
and  final  NEPA  documentation  by  November  2000.  The  Company  can give no
assurance regarding the timing or outcome of such process.

   The  Environmental  Plaintiffs also filed a motion asking the District Court
to impose against LMRC a CWA civil penalty of $5,550,125  and  attorney's  fees
and costs in  connection  with  LMRC's  discharges  into Loon Pond  during  its
snowmaking operations for the 1996/97 ski season and prior years. The discharge
at issue  involved  water  transfers  from the East Branch of the  Pemigewasset
River and drain back from the  snowmaking  system into Loon Pond.  The District
Court dismissed the claim for civil penalties and attorney's fees under the CWA
and one of the  Environmental  Plaintiffs  appealed to the First  Circuit.  The
District  Court  has  previously   stayed  the  appeal  to  permit   settlement
negotiations  and the parties have jointly  requested the stay continue through
June 19,  2000,  two days after which the parties are required to file a status
report with the First  Circuit.  In connection  with the merger with LMRC,  the
Company obtained a specific insurance policy providing $4.5 million of coverage
(above a $1.2 million deductible) to cover any civil penalties,  fees and costs
that the District Court may assess against LMRC.

   In 1997, the  Environmental  Plaintiffs  filed a second lawsuit  against the
Forest Service in the District Court alleging that the Forest Service  violated
NEPA in authorizing LMRC to construct and operate a snowmaking  pipeline across
permitted land.  LMRC  intervened in the lawsuit.  The District Court held that
the Forest  Service  had  violated  NEPA by failing to consider  the  potential
effects of an increase in snowmaking capacity. The District Court then enjoined
Loon  Mountain  from using the pipeline but later  modified the  injunction  to
permit LMRC to use the pipeline  provided that, among other things, it does not
make snow in excess of the historic  production  level  utilizing 159.7 million
gallons.  On February  12,  1999,  the District  Court  dismissed  the pipeline
litigation  and allowed the Forest  Service to combine its NEPA analysis of the
pipeline with the pending NEPA analysis of the South  Mountain  expansion.  The
injunction  authorizing  LMRC to use the  pipeline  to supply  water for making
historical  levels of snow remains in place, but was further modified to permit
LMRC to use 190 million  gallons of water for  snowmaking  during the 1999/2000
ski season subject to certain additional conditions.
<PAGE>

ITEM 5. OTHER INFORMATION

   The  holders  of the  outstanding  securities  of  Parent  have  agreed to a
restructuring   of  Parent's   existing   capital   structure   (the   "Capital
Restructuring").

   Currently, Parent has outstanding Class A and Class B common stock, warrants
to purchase Class B common stock and Parent senior notes ("Parent Notes").  The
Class B common stock is  non-voting,  and each share of Class B common stock is
convertible  into one share of Class A common  stock.  Pursuant  to the Capital
Restructuring,  all of Parent's  outstanding  Class A and Class B common  stock
will be converted  into Parent Notes in a principal  amount equal to 20% of the
paid-in capital relating  thereto.  The Parent Notes to be issued in connection
with the Capital  Restructuring will have the same terms as the existing Parent
Notes.  In  addition,  new shares of Class A and Class B common stock of Parent
will be issued to the holders of Parent Notes on a pro rata basis in proportion
to the respective  ownership of Parent Notes. Under the proposed  restructuring
George  N.  Gillett,  Jr.  and  affiliates  will  continue  to own  100% of the
outstanding  Class A common stock. The closing of the Capital  Restructuring is
subject to completion of final documentation and certain closing conditions. It
is anticipated that the closing of the Capital Restructuring will occur in June
2000.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   a. Exhibits

   Exhibit No.                       Description of Exhibit
   -----------                       ----------------------

      27.1                     Financial Data Schedule

   b. Reports on Form 8-K

   The  Company  filed a  Current  Report on Form 8-K  dated  March  28,  2000,
reporting  under Item 5 thereof  the  Company's  decision  on March 21, 2000 to
enter into an Asset Purchase  Agreement pursuant to which the Company agreed to
sell the Grand Targhee resort to GT Acquisition I, LLC.
<PAGE>

                                   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.

                                    BOOTH CREEK SKI HOLDINGS, INC.
                                          (Registrant)


                                    By:          /s/ ELIZABETH J. COLE
                                       ----------------------------------------
                                                  Elizabeth J. Cole
                                             Executive Vice President and
                                               Chief Financial Officer
                                             (Principal Financial Officer)


                                    By:          /s/ BRIAN J. POPE
                                       ----------------------------------------
                                                  Brian J. Pope
                                      Vice President of Accounting and Finance,
                                            (Principal Accounting Officer)



June 12, 2000