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

                                 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 January 31, 2003

                                       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[ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]


     As of  February 28,  2003,  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.........................................   10

 3.  Quantitative and Qualitative Disclosures about Market Risk........   22

 4.  Controls and Procedures...........................................   22

                         PART II - OTHER INFORMATION

 1.  Legal Proceedings.................................................   23

 3.  Defaults Upon Senior Securities...................................   24

 6.  Exhibits and Reports on Form 8-K..................................   24

     Signatures........................................................   25

     Certifications....................................................   26


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         BOOTH CREEK SKI HOLDINGS, INC.

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

                                         January 31,   November 1,   February 1,
                                            2003          2002          2002
                                        ------------  -----------   ------------
                  ASSETS                 (Unaudited)                 (Unaudited)

Current assets:
 Cash and cash equivalents..............  $   1,883    $     664     $    2,239
 Accounts receivable, net of allowance
  of $51, $44 and $39, respectively.....      2,361        1,964          2,507
 Insurance proceeds receivable..........        800          800          1,500
 Inventories ...........................      3,153        2,298          3,152
 Prepaid expenses and other current
  assets ...............................      3,214        1,425          2,535
                                        ------------  -----------   ------------
Total current assets ...................     11,411        7,151         11,933

Property and equipment, net ............    118,535      119,337        139,214
Real estate held for development
 and sale ..............................      7,292        6,966          7,983
Deferred financing costs, net of
 accumulated amortization of $4,377,
 $4,609 and $5,367, respectively .......      3,441        4,137          3,862
Timber rights and other assets .........      5,969        6,071          6,193
Goodwill................................     22,938       22,938         22,938
                                        ------------  -----------   ------------
Total assets ...........................  $ 169,586    $ 166,600     $  192,123
                                        ============  ===========   ============

   LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
 Revolving credit facility .............  $   7,500    $   1,245     $        -
 Current portion of long-term debt .....      5,464        5,717          1,926
 Accounts payable and accrued
  liabilities ..........................     43,606       36,124         44,625
                                        ------------  -----------   ------------
Total current liabilities ..............     56,570       43,086         46,551

Long-term debt .........................    103,066      120,195        128,889

Other long-term liabilities ............        756          756            741

Commitments and contingencies

Shareholder's equity:
 Common stock, $.01 par value; 1,000
  shares authorized, issued and
  outstanding ..........................          -            -              -
 Additional paid-in capital ............     72,000       72,000         72,000
 Accumulated deficit ...................    (62,806)     (69,437)       (56,058)
                                        ------------  -----------   ------------
Total shareholder's equity .............      9,194        2,563         15,942
                                        ------------  -----------   ------------
Total liabilities and shareholder's
 equity ................................  $ 169,586    $ 166,600     $  192,123
                                        ============  ===========   ============

                            See accompanying notes.

                                       1

<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                                     Three Months Ended
                                                 --------------------------
                                                 January 31,    February 1,
                                                    2003           2002
                                                 -----------    -----------
                                                        (Unaudited)
Revenue:
  Resort operations............................    $ 46,515       $ 49,357
  Real estate and other (including $3,300 in
   revenues with related parties in 2002)......          16          3,300
                                                 -----------    -----------
Total revenue..................................      46,531         52,657

Operating expenses:
  Cost of sales - resort
   operations..................................      26,096         25,518
  Cost of sales - real estate
   and other...................................          21            671
  Depreciation and depletion...................       3,830          4,271
  Selling, general and
   administrative expense......................       6,809          7,525
                                                 -----------    -----------
Total operating expenses.......................      36,756         37,985
                                                 -----------    -----------
Operating income...............................       9,775         14,672


Other income (expense):
  Interest expense.............................      (3,371)        (4,261)
  Amortization of deferred
   financing costs.............................        (282)          (239)
  Gain on early retirement of debt.............         506              -
  Minority interest............................           -            (15)
  Other income.................................           3             14
                                                 -----------    -----------
  Other income (expense),net...................      (3,144)        (4,501)
                                                 -----------    -----------
Income from continuing operations before
  change in accounting principle...............       6,631         10,171

Discontinued operations:
  Income from discontinued operations of
   Bear Mountain resort........................           -          1,538
                                                 -----------    -----------
Income before change in accounting principle...       6,631         11,709

Change in accounting principle for goodwill....           -           (200)
                                                 -----------    -----------
Net income.....................................    $  6,631       $ 11,509
                                                 ===========   ============

                            See accompanying notes.

                                       2

<PAGE>


                         BOOTH CREEK SKI HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                       Three Months Ended
                                                -------------------------------
                                                  January 31,       February 1,
                                                     2003              2002
                                                -------------     -------------
                                                          (Unaudited)

Cash flows from operating activities:
Net income.....................................   $   6,631         $  11,509
Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and depletion..................       3,830             4,750
   Noncash cost of real estate sales ..........           -               665
   Amortization of deferred financing costs ...         282               239
   Gain on early retirement of debt............        (506)                -
   Minority interest ..........................           -                15
   Change in accounting principle
    for goodwill...............................           -               200
   Changes in operating assets and liabilities:
    Accounts receivable .......................        (397)             (570)
    Inventories ...............................        (855)             (666)
    Prepaid expenses and other current assets..      (1,789)             (919)
    Accounts payable and accrued liabilities...       7,482             9,783
    Other long-term liabilities................           -               (26)
                                                -------------     -------------
Net cash provided by operating activities......      14,678            24,980

Cash flows from investing activities:
Capital expenditures for property and
 equipment ....................................      (2,339)           (2,973)
Capital expenditures for real estate
 held for development and sale ................        (326)             (428)
Other assets ..................................          95               236
                                                -------------     -------------
Net cash used in investing activities .........      (2,570)           (3,165)

Cash flows from financing activities:
Borrowings under revolving credit facility.....      26,995             8,115
Repayments under revolving credit facility ....     (20,740)          (25,743)
Principal payments of long-term debt ..........     (17,144)           (1,241)
Deferred financing costs ......................           -               (14)
Purchase of preferred stock of subsidiary
 and payment of dividends .....................           -            (1,151)
                                                -------------     -------------
Net cash used in financing activities .........     (10,889)          (20,034)
                                                -------------     -------------
Increase in cash and cash equivalents..........       1,219             1,781

Cash and cash equivalents
 at beginning of period........................         664               458
                                                -------------     -------------
Cash and cash equivalents at end of period..... $     1,883       $     2,239
                                                =============     =============

                            See accompanying notes.

                                       3

<PAGE>


                         BOOTH CREEK SKI HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                January 31, 2003


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"),  Waterville  Valley,  Mt. Cranmore,  Loon Mountain and the Summit at
Snoqualmie  (the  "Summit").  Booth  Creek also  conducts  certain  real  estate
development activities, primarily at Northstar.

     Booth Creek sold the Bear Mountain ski resort ("Bear  Mountain") on October
10,  2002.  The  operating  results  of Bear  Mountain  have been  reflected  as
discontinued  operations in the  accompanying  statement of  operations  for the
three months ended February 1, 2002. Summary operating results for Bear Mountain
for the three months ended February 1, 2002 were as follows:

                                                              (In thousands)

     Total revenue.......................................       $     7,487
     Total expenses......................................            (5,949)
                                                          ------------------
     Total income from discontinued operations...........       $     1,538
                                                          ==================

     The consolidated  financial  statements include the accounts of Booth Creek
and its subsidiaries  (collectively referred to as the "Company"),  all of which
are wholly-owned.  All significant  intercompany  transactions and balances have
been eliminated.

     Booth Creek is a wholly-owned subsidiary of Booth Creek Ski Group, Inc.

     The accompanying  consolidated  financial statements as of January 31, 2003
and February 1, 2002 and for the three month  periods then ended are  unaudited,
but include all adjustments  (consisting only of normal,  recurring  adjustments
and  adjustments  to recognize  the gain on early  retirement of debt during the
three months ended January 31, 2003 and the change in  accounting  principle for
goodwill  during the three months ended February 1, 2002) which,  in the opinion
of management of the Company,  are considered  necessary for a fair presentation
of the  Company's  financial  position at January 31, 2003 and February 1, 2002,
and its operating results and cash flows for the three month periods then ended.
Due to the highly seasonal nature of the Company's business, the results for the
interim  periods  are not  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 November 1, 2002.

Cash and Cash Equivalents

     The Company  considers  all highly  liquid  investments  purchased  with an
original maturity of three months or less to be cash equivalents. As of February
1, 2002, cash equivalents consisted of money market funds.

     Included  in cash at January  31, 2003 is  restricted  cash of  $1,017,000,
relating to advance  deposits and rental fees due to property owners for lodging
and property rentals.


                                       4
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Inventories

     Inventories are valued at the lower of cost (first-in, first-out method) or
market. The components of inventories were as follows:

                               January 31,       November 1,       February 1,
                                  2003              2002              2002
                            ---------------   ---------------   ---------------
                                              (In thousands)


     Retail products.......   $     1,745       $    1,432        $    1,766
     Supplies..............           670              618               695
     Food and beverage.....           738              248               691
                            ---------------   ---------------   ---------------
                              $     3,153       $    2,298        $    3,152
                            ===============   ===============   ===============

Revenue Recognition

     Revenues  from  resort  operations  are  generated  from a wide  variety of
sources,  including lift ticket sales, snow school lessons,  equipment  rentals,
retail  product  sales,  food and  beverage  operations,  lodging  and  property
management  services and other  recreational  activities,  and are recognized as
services  are  provided  and  products  are  sold.  Sales of season  passes  are
initially  deferred in unearned revenue and recognized ratably over the expected
ski season.

Recently Adopted Accounting Pronouncement

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  ("SFAS  No.  143"),  which  addresses  financial   accounting  and
reporting for obligations  associated with the retirement of tangible long-lived
assets and  associated  asset  retirement  costs.  The new rules  apply to legal
obligations associated with the retirement of long-lived assets that result from
the  acquisition,  construction,  development  and (or)  normal  operation  of a
long-lived  asset.  The Company adopted SFAS No. 143 effective as of November 2,
2002.  The  adoption  of SFAS No.  143 did not  have a  material  impact  on the
Company's consolidated financial position or results of operations.

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.   Paid Skier Visit Insurance Program

     For the 2000/01 season,  the Company  arranged for four separate paid skier
visit  insurance  policies  covering Bear Mountain,  Loon  Mountain,  Waterville
Valley and the Summit.  The policies had a  deductible  for the initial  decline
from targeted paid skier visit and revenue  levels and stated  maximum  coverage
levels. In addition,  the policies required the insured to experience monthly or
annual snowfall amounts below certain agreed upon levels before a claim could be
filed for the decline in paid skier visits. For the year ended November 2, 2001,
the  Company  recorded  resort  operations  revenues  of  $1,500,000  for claims
attributable  to lower than agreed upon paid skier  visits and  snowfall  levels
under the Summit and  Waterville  Valley  policies.  The  Company's  claims were
determined  based on a specified  formula  under the paid skier visit  insurance
policies and snowfall  information  verified by an independent  third party. The
Company believes that it fully complied with its obligations under the policies,
and properly reported and made claims in accordance with the policies for losses
aggregating in excess of $1,500,000. As a result of the underwriters' failure to
properly  process the Company's  claims,  in November  2001, the Company filed a
lawsuit against the underwriters seeking recovery for breach of contract, breach
of covenant of good faith and unfair and deceptive business practices.  In April
2002, the underwriters made a partial offer of settlement of $700,000, which the
Company  accepted with a reservation  of all rights and remedies under the terms
of the policies and  applicable  law with respect to its remaining  claims.  The
Company intends to vigorously  pursue  collection of its remaining  claims.  The
parties to the lawsuit are currently  conducting  discovery in the matter. Based
on an evaluation of information  to date and the advice of counsel,  the Company
believes  that  realization  of its  recorded  claims is probable.  However,  no
assurance can be given regarding the timing of the resolution of this matter.


                                       5
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


3.   Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consist of the following:

                                         January 31,   November 1,   February 1,
                                            2003          2002          2002
                                         -----------   -----------   -----------
                                                     (In thousands)

     Accounts payable.................... $   5,074     $   4,552     $   6,126
     Accrued compensation and benefits...     4,340         4,031         4,768
     Taxes other than income taxes.......     1,942           972         1,719
     Unearned revenue and deposits-
      resort operations..................    14,428        15,232        12,546
     Unearned deposits from related
      party - real estate operations.....     5,610         5,610         6,312
     Interest............................     3,838         1,647         5,893
     Other...............................     8,374         4,080         7,261
                                         -----------   -----------   -----------
                                          $  43,606     $  36,124     $  44,625
                                         ===========   ===========   ===========

4.   Financing Arrangements

Senior Credit Facility

     Effective March 15, 2002, the Company and its subsidiaries  entered into an
Amended and Restated Credit Agreement (as amended, the "Senior Credit Facility")
with Fleet  National  Bank,  as  administrative  agent  ("Agent"),  and  certain
lenders.  The following is a summary of certain  provisions of the Senior Credit
Facility, as amended to date.

          General - The Senior Credit Facility  provides for a revolving  credit
     facility (the "Revolving Credit  Facility") with borrowing  availability of
     up to  $25,000,000,  and a term loan  facility (the "Term  Facility")  with
     outstanding  borrowings as of January 31, 2003 of  $24,000,000.  Borrowings
     under the Senior  Credit  Facility are  collectively  referred to herein as
     "Loans."

          Interest - For purposes of calculating interest,  Loans can be, at the
     election  of the  Company,  Base  Rate  Loans  or  LIBOR  Rate  Loans  or a
     combination  thereof.  Base Rate Loans bear  interest at the sum of (a) the
     higher of (i) Agent's  prime rate or (ii) the  federal  funds rate plus .5%
     plus (b) a margin of 1.5%. LIBOR Rate Loans bear interest at the LIBOR rate
     plus a margin of 4%.  Interest on Loans  outstanding is payable  quarterly.
     The Senior Credit  Facility also requires  commitment  fees of .5% based on
     the  unused  borrowing  availability  of  the  Revolving  Credit  Facility.
     Borrowings  outstanding  under the Term Facility bore interest at an annual
     rate of 6.8% as of January  31,  2003  pursuant  to the LIBOR rate  option.
     Borrowings  under the Revolving  Credit Facility bore interest at an annual
     rate of 5.75% as of January 31, 2003 pursuant to the base rate option.

          Repayment - Subject to the  provisions of the Senior Credit  Facility,
     the Company may, from time to time,  borrow,  repay and reborrow  under the
     Revolving  Credit  Facility.  The Senior Credit Facility  requires that the
     Company not have any borrowings  under the Revolving  Credit Facility for a
     period of 30 consecutive days (20 consecutive days for 2003, which has been
     met as of March  17,  2003)  commencing  sometime  between  January  15 and
     February  28 of  each  year.  The  Term  Facility  provides  for  quarterly
     commitment reductions of $1,000,000 on the last day of January, April, July
     and  October of each year  beginning  on January  31,  2003 and  continuing
     through October 31, 2005, the maturity date of the Senior Credit  Facility.
     The  Company  is  required  to repay  amounts  outstanding  under  the Term
     Facility on such dates by an amount  equal to the greater of (i) the amount
     by which outstanding Term Facility  borrowings  exceed the  then-applicable
     term loan  commitment  and (ii) the Excess Cash Proceeds (as defined in the
     Senior  Credit  Facility)  derived from  specified  real estate asset sales
     determined on a cumulative  basis.  No amount of the Term Facility which is
     repaid may be reborrowed. The entire unpaid balance under the Senior Credit
     Facility is due and payable on October 31, 2005.

                                       6
<PAGE>


                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


          Security - Borrowings  under the Senior Credit Facility are secured by
     (a) a  pledge  to the  Agent  for  the  ratable  benefit  of the  financial
     institutions  party to the Senior  Credit  Facility  of all of the  capital
     stock of Booth Creek's principal subsidiaries and (b) a grant of a security
     interest in substantially all of the consolidated assets of Booth Creek and
     its subsidiaries.

          Covenants - The Senior Credit Facility  contains  financial  covenants
     relating to the maintenance of (a) minimum  consolidated  resort EBITDA (as
     defined in the Senior Credit Facility) measured quarterly on a rolling four
     quarter  basis,  (b) the ratio of  consolidated  EBITDA (as  defined in the
     Senior Credit  Facility) to  consolidated  debt service,  and (c) levels of
     adjusted  consolidated  leverage.  The  Company  obtained a waiver from the
     lenders of a default under the minimum  consolidated resort EBITDA covenant
     for the four quarter  period  which ended on January 31,  2003.  The Senior
     Credit  Facility  also  contains  restrictive  covenants  pertaining to the
     management and operation of Booth Creek and its subsidiaries. The covenants
     include, among others, significant limitations on indebtedness, guarantees,
     letters of credit, liens, investments, distributions, capital expenditures,
     mergers,   acquisitions,   asset  sales,   fundamental  corporate  changes,
     transactions  with affiliates,  optional  payments and modification of debt
     instruments and issuances of stock.

          Use of Proceeds - Borrowings  under the Revolving  Credit Facility can
     be used for working capital and other general corporate purposes including,
     with the consent of the lenders,  the  repurchase  of the  Company's  12.5%
     senior notes due March 15, 2007 (the "Senior Notes").  Borrowings under the
     Term  Facility  could be used to repurchase  the Company's  Senior Notes or
     repay certain other indebtedness, together with accrued and unpaid interest
     thereon. As of January 31, 2003, outstanding borrowings under the Revolving
     Credit  Facility  and  Term  Facility  were  $7,500,000  and   $24,000,000,
     respectively.

     The  Company has  entered  into two  interest  rate cap  agreements  for an
aggregate  notional  amount of $15,000,000  through July 31, 2005,  declining to
$14,000,000  through  October 31, 2005.  These  interest rate cap agreements are
designed to limit the Company's exposure to the effects of rising interest rates
with respect to borrowings  outstanding under the Term Facility. In exchange for
upfront  payments of $179,000,  the Company is entitled to receive floating rate
payments  from the  counterparties  to the interest rate cap  agreements  during
those  periods in which the three month LIBOR rate exceeds 6%. These  agreements
are accounted for at their fair value,  with  fluctuations  recorded through the
statement  of  operations.  As of  January  31,  2003,  the fair  value of these
agreements was $41,000.

Senior Notes

     As of January 31, 2003, the Company had outstanding  $80,175,000  aggregate
principal amount of its 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 a  redemption  price  (expressed  as a  percentage  of the
principal amount redeemed) of 104.167% effective as of March 15, 2003, declining
to 102.083% as of March 15, 2004 and 100% as of March 15,  2005,  plus,  in each
case,  accrued and unpaid interest to the redemption  date. 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.

                                       7
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

     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  for the Senior  Notes (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, L.L.C.

     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  contains covenants for the benefit of the holders of
the Senior Notes that, among other things,  limit the ability of the Company and
any Restricted  Subsidiaries  to: (i) incur  additional  indebtedness;  (ii) pay
dividends and make other distributions;  (iii) issue stock of subsidiaries; (iv)
make certain  investments;  (v) repurchase stock; (vi) create liens; (vii) enter
into  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) 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 significant  operations,  assets or
cash flows separate from its investments in its subsidiaries.  In addition,  the
assets,  equity,  revenues,  income and cash flow of DRE, L.L.C.,  Booth Creek's
only non-guarantor  subsidiary,  are minor and the membership  interests in DRE,
L.L.C. are entirely owned by Booth Creek. There are no significant  restrictions
on the ability of the Guarantors to pay dividends or otherwise transfer funds to
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 three months ended  January 31,  2003,  the Company  repurchased
$16,000,000  aggregate  principal amount of Senior Notes for $15,080,000.  After
giving effect to the write-off of related deferred  financing costs of $414,000,
the Company recognized a gain on early retirement of debt of $506,000.

Other Debt

     During the three  months ended  January 31, 2003 and February 1, 2002,  the
Company  entered  into capital  lease  obligations  of $682,000 and  $1,644,000,
respectively, for the purchase of equipment.

     As of January 31, 2003, the maturities of long-term debt, including capital
lease obligations, were as follows:

                                                         (In thousands)

     Nine months ending October 2003......................   $   3,992
     Year ending October 2004.............................       6,314
     Year ending October 2005.............................      17,922
     Year ending October 2006.............................          98
     Year ending October 2007.............................      80,204
                                                             -----------
     Total long-term debt.................................     108,530

     Less current portion.................................       5,464
                                                             -----------
     Long-term debt.......................................   $ 103,066
                                                             ===========


                                       8
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


5.   Income Taxes

     As of  November  1, 2002,  the Company had  estimated  net  operating  loss
carryforwards  of  approximately  $88,600,000  for federal  income tax reporting
purposes,  which  expire  between  2012 and 2022.  The tax  benefits of such net
operating losses are fully offset by a valuation reserve. Based on the Company's
current tax  attributes,  no income tax provision or benefit is expected for the
year ending October 31, 2003. Accordingly, during the three months ended January
31, 2003, no income tax provision has been provided.

6.   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
                                        ------------------------
                                        January 31,   February 1,
                                           2003          2002
                                        ----------    ----------
                                             (In thousands)
   Revenue:
    Resort operations.................  $   46,515    $   49,357
    Real estate and other.............          16         3,300
                                        ----------    ----------
                                        $   46,531    $   52,657
                                        ==========    ==========

   Operating income (loss):
    Resort operations.................  $   10,075    $   12,234
    Real estate and other.............        (300)        2,438
                                        ----------    ----------
                                        $    9,775    $   14,672
                                        ==========    ==========


                                        January 31,   November 1,
                                           2003          2002
                                        ----------    ----------
                                             (In thousands)
   Segment assets:
    Resort operations.................  $  152,345    $  148,427
    Real estate and other.............      11,258        10,939
    Corporate and other
     nonidentifiable assets...........       5,983         7,234
                                        ----------    ----------
                                        $  169,586    $  166,600
                                        ==========    ==========

     A reconciliation  of combined  operating  income for resort  operations and
real estate and other to consolidated  income from continuing  operations before
change in accounting principle is as follows:

                                           Three Months Ended
                                        ------------------------
                                        January 31,   February 1,
                                           2003          2002
                                        ----------    ----------
                                             (In thousands)

   Operating income for reportable
    segments..........................  $    9,775    $   14,672
   Interest expense...................      (3,371)       (4,261)
   Amortization of deferred financing
    costs.............................        (282)         (239)
   Gain on early retirement of debt...         506             -
   Minority interest..................           -           (15)
   Other income.......................           3            14
                                        ----------    ----------
   Income from continuing operations
    before change in accounting
    principle.........................  $    6,631    $   10,171
                                        ==========    ==========


                                       9
<PAGE>


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

     The following  discussion  should be read in conjunction with the unaudited
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 as well as in Part II, Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Risk Factors" in
the Company's  Annual Report on Form 10-K for its fiscal year ended  November 1,
2002.

General

     The Company's ski operations are highly sensitive to 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, high winds,  drought and other types of severe or unusual
weather  conditions,  which  can  have a  significant  effect  on the  operating
revenues and  profitability  at any of the Company's  resorts.  Moreover,  since
2000,  the  Company  has sold two resorts  (Grand  Targhee  and Bear  Mountain),
thereby reducing its geographic diversity.

     The Company's three most weather-sensitive resorts, 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 136,  139 and 99 days,  respectively,  during each of the last five ski
seasons,   including  the  2001/02  ski  season.  However,  the  efficiency  and
effectiveness  of snowmaking  operations can be negatively  impacted by numerous
factors,  including  temperature  variability,  reliability  of  water  sources,
availability and cost of adequate energy supplies and unfavorable weather events
such as heavy rains.

     Sierra and the Summit generally  experience higher natural snowfall levels,
averaging approximately 484 and 450 inches of snowfall,  respectively,  per year
for the past five ski seasons.  As a result of their historic natural  snowfall,
their snowmaking  capabilities in terms of trail coverage are considerably  less
extensive than at Waterville  Valley,  Loon Mountain or Mt.  Cranmore.  However,
such  resorts are  dependent  upon early  season  snowfall to provide  necessary
terrain for the important  Christmas holiday period,  and therefore,  the timing
and extent of natural snowfall can  significantly  impact operating  conditions.
For example, as a result of a lack of natural snowfall, the Summit was unable to
open until  after  Christmas  in the current ski  season,  and  conditions  have
remained poor for much of the season.

     Northstar  has averaged  approximately  285 inches of snowfall per year for
the past five ski seasons.  The resort has  snowmaking  capabilities  to provide
coverage on approximately  50% of its trails.  Although the resort's  operations
depend significantly on natural snowfall,  particularly in the early part of the
ski season,  in recent years the Company has invested in  additional  snowmaking
facilities to improve Northstar's snowmaking production capacity.

     The  Company's  results of  operations  are also  highly  dependent  on the
Company's  ability to compete in each of the large regional ski markets in which
it operates. Management estimates that at Northstar and Sierra approximately 70%
of the 2001/02 ski season total skier days were attributable to residents of the
San Francisco/San  Jose,  Sacramento,  Central  California Valley and Lake Tahoe
regions. At Waterville Valley, Loon Mountain and Mt. Cranmore,  more than 75% of
the  2001/02 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 2001/02 ski season  total skier days were  attributable  to
residents of the Seattle/Tacoma metropolitan region.

     The Company seeks to maximize revenues and operating income by managing the
mix of skier days and revenue per skier day. These  strategies are also designed
to  maximize  resort  cash flow.  The  strategy  for each resort is based on the
demographic  profile of its market and the physical capacity of its mountain and
facilities.  The Company seeks to increase  skier days by  developing  effective
ticket pricing and season pass  strategies  and sales and marketing  programs to
improve peak and off-peak volume.  The Company also seeks to increase skier days
by offering a quality guest experience and developing effective target marketing
programs.  The Company  seeks to improve  revenue  per skier day by  effectively
managing  the  price,  quality  and value of each of its  ski-related  services,
including  retail  shops,  equipment  rentals,  lessons  and food  and  beverage
facilities.


                                       10
<PAGE>


     The Company's  current  resorts have invested  approximately  $49.3 million
(including $8.1 million of equipment  acquired  through capital leases and other
debt) in capital  expenditures  during the last  three  fiscal  years to upgrade
chairlift capacity,  expand terrain,  improve skier service,  enhance retail and
food and  beverage  facilities,  increase  snowmaking  capabilities  and to meet
sustaining capital requirements,  all of which management believes are important
in providing a quality guest experience.

     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,  administrative  and  maintenance  personnel,  all of the  Company's
employees are compensated on an hourly basis.  Management believes a key element
to  maximizing  profitability  during  the winter  season is to closely  monitor
staffing  requirements  and to adjust  staffing  levels  when  skier  volumes or
seasonal needs dictate.

     Each of the Company's  resorts is subject to the threat of personal  injury
claims  relating  principally to snow sports  activities as well as premises and
vehicular  operations and workers'  compensation  matters. The Company maintains
various forms of insurance  covering  claims related to its properties and usual
and customary  risks  associated  with the operation of  four-season  recreation
resorts.  As a result of the  terrorist  attacks  on  September  11,  2001,  the
insurance  industry  has  experienced   significant  losses  and  a  substantial
reduction  in   underwriting   capacity,   which  has   generally   resulted  in
significantly  higher  renewal  premiums for  companies  seeking  insurance.  In
connection  with its annual renewal of insurance  coverage for 2003, the Company
experienced an increase in insurance  premium costs of approximately  $1,500,000
over the level of such costs in 2002. In addition, the elimination of paid skier
visit insurance  coverage is likely to lead to more variability in the Company's
operating results.

     The Company sold the Bear Mountain ski resort ("Bear  Mountain") on October
10,  2002.  The  operating  results  of Bear  Mountain  have been  reflected  as
discontinued  operations in the Company's  statement of operations for the three
months ended February 1, 2002.  Bear Mountain  generated  revenues and income of
$7,487,000 and $1,538,000,  respectively, during the three months ended February
1, 2002.

     The  Company's  real estate and other  segment is primarily  engaged in the
sale of single family lots, development real estate and timber at Northstar. The
revenues,  operating  income and cash flows of the real estate and other segment
are highly variable.

Results of Operations of the Company

     Overview

     The opening dates for the Company's resorts for the 2002/03 and 2001/02 ski
seasons were as follows:

                                                 Opening Dates
                                ------------------------------------------------
                                  2002/03 Season                 2001/02 Season
                                  --------------                 --------------
     Northstar..............    November 22, 2002              November 29, 2001
     Sierra.................    December 16, 2002              November 25, 2001
     Waterville Valley*.....    November 22, 2002              November 16, 2001
     Mt. Cranmore...........    November 29, 2002              December 15, 2001
     Loon Mountain*.........    November 15, 2002              November 16, 2001
     The Summit.............    December 27, 2002              November 30, 2001

     * Following their openings for the 2001/02 season, Waterville Valley and
       Loon Mountain ceased operations in December 2001 for six and ten days,
       respectively, due to eroding conditions as a result of warm weather.

                                       11
<PAGE>

     The Lake Tahoe region  experienced  relatively dry conditions and a lack of
natural  snowfall  through  mid-December  2002.  Due to its  snowmaking  system,
Northstar  opened on schedule.  However,  Sierra did not open until December 16,
2002 due to its dependence on natural snowfall.  During the period from December
14th to the 21st, the region received a number of powerful  storms  resulting in
over six feet of snowfall at  Northstar  and Sierra.  While the storms  provided
excellent skiing conditions for the Christmas holiday season,  the storms caused
prolonged power outages prior to Christmas,  difficult road conditions and other
factors which  negatively  affected skier  visitation on a number of days during
mid-December   2002.  In  January  2003,  the  Lake  Tahoe  region   experienced
substantially  below average natural snowfall.  For the 2001/02 season, the Lake
Tahoe region received  significantly above average snowfall in the first half of
December 2001, which allowed  Northstar and Sierra to open 100% of their terrain
earlier than usual, and provided  favorable  conditions going into the Christmas
holiday period and the first half of January 2002.  However,  snowfall levels in
January  2002 were below  historical  levels.  As a result of these  conditions,
total skier  visits for the  Company's  Lake Tahoe  resorts for the three months
ended January 31, 2003 were down by 18,000  visits,  or 4%, from the  comparable
2002 period.

     During the first half of the 2002/03 ski season,  the  northeastern  United
States  experienced much colder  temperatures and increased  natural snowfall as
compared to the record warm winter of 2001/02.  As a result,  the  Company's New
Hampshire resorts experienced  generally good operating conditions for the early
part of the 2002/03 ski season.  However,  bitterly cold  temperatures  dampened
skier visitation for the Company's New Hampshire  resorts during the second half
of January 2003. For the three months ended January 31, 2003, total skier visits
at the Company's New Hampshire  resorts were up 58,000 visits,  or 21%, from the
2002 period.

     From the opening of the  2002/03  season  through  January  31,  2003,  the
Pacific Northwest  experienced  unseasonably warm temperatures and substantially
below average snowfall.  The Summit commenced partial operations on December 27,
2002 on limited  terrain,  as  compared to a November  30, 2001  opening for the
2001/02 ski season.  Further,  operating conditions at the Summit were generally
favorable  throughout the 2001/02 ski season.  As a result of these  conditions,
total skier  visits at the Summit for the three  months  ended  January 31, 2003
were down  178,000  visits,  or 54%,  as compared  to the 2002  period.  Weather
conditions at the Summit remained poor through February 2003.

     Three  Months  Ended  January 31, 2003  Compared to the Three  Months Ended
February 1, 2002

     Total revenue for the three months ended January 31, 2003 was  $46,531,000,
a decrease of  $6,126,000,  or 12%,  from the  Company's  revenues for the three
months ended  February 1, 2002.  Revenues  from resort  operations  for the 2003
period were  $46,515,000,  a decrease of  $2,842,000,  or 6%, as compared to the
2002 period.  Revenues  from real estate  operations  for the three months ended
February 1, 2002 were $3,300,000, which were due to the close of escrow on seven
lots within the Unit 7 development at Northstar. There were no real estate sales
during the three months ended January 31, 2003.  Timber  operations  contributed
$16,000 in revenues for the three months ended January 31, 2003.

     The following table  summarizes the sources of the Company's  revenues from
resort  operations  for the three months ended  January 31, 2003 and February 1,
2002:

                                  Three Months Ended
                                 ---------------------              Percentage
                                 January      February   Increase    Increase
                                 31, 2003      1, 2002  (Decrease)  (Decrease)
                                 --------     --------   --------    --------
                                           (In thousands)

Lift Tickets.................... $ 18,691     $ 21,609   $ (2,918)        (14)%
Season Passes...................    9,027        7,145      1,882          26
Snow School.....................    3,461        3,649       (188)         (5)
Equipment Rental................    3,628        4,076       (448)        (11)
Retail..........................    1,850        2,173       (323)        (15)
Food and Beverage...............    6,423        6,800       (377)         (6)
Other...........................    3,435        3,905       (470)        (12)
                                 --------     --------   --------
Total Resort Operations
 Revenues....................... $ 46,515     $ 49,357   $ (2,842)         (6)
                                 ========     ========   ========

                                       12
<PAGE>

     Total skier visits generated by each of the Company's resorts for the three
months ended January 31, 2003 and February 1, 2002 were as follows:

                                   Three Months Ended
                                 ---------------------              Percentage
                                  January     February   Increase    Increase
                                  31, 2003     1, 2002  (Decrease)  (Decrease)
                                 ---------    --------   --------    --------
                                           (In thousands)


Northstar........................     266          237         29          12%
Sierra...........................     163          210        (47)        (22)
Waterville Valley................     106           95         11          12
Mt. Cranmore.....................      51           41         10          24
Loon Mountain....................     174          137         37          27
The Summit.......................     153          331       (178)        (54)
                                 --------     --------   --------
                                      913        1,051       (138)        (13)
                                 ========     ========   ========


     As compared to the three months ended February 1, 2002,  resort  operations
revenues for  Northstar  increased by  $929,000,  primarily  due to higher skier
visits and season pass sales. Revenues for Sierra decreased by $1,010,000 due to
reduced skier visits as a result of the delayed  opening for the 2002/03 season,
partially  offset by higher per skier revenue  yields.  Revenues for  Waterville
Valley  increased by $596,000 due to increases in skier visits and higher season
pass sales.  Revenues for Mt.  Cranmore  increased by $570,000 due  primarily to
higher skier visits and improved yields. Revenues for Loon Mountain increased by
$425,000 due to increased skier visits and season pass sales,  partially  offset
by lower  yields due to a greater  proportion  of season pass visits in the 2003
period.   The  Summit's  revenues  decreased  by  $4,352,000  due  primarily  to
substantially  lower  visitation.  The overall  improvement in per skier revenue
yields at the Company's  resorts was primarily due to price increases,  and to a
lesser  extent,  sales of  additional  services  and  products to the  Company's
guests.

     For the 2000/01 season,  the Company  arranged for four separate paid skier
visit  insurance  policies  covering Bear Mountain,  Loon  Mountain,  Waterville
Valley and the Summit.  The policies had a  deductible  for the initial  decline
from targeted paid skier visit and revenue  levels and stated  maximum  coverage
levels. In addition,  the policies required the insured to experience monthly or
annual snowfall amounts below certain agreed upon levels before a claim could be
filed for the decline in paid skier visits. For the year ended November 2, 2001,
the  Company  recorded  resort  operations  revenues  of  $1,500,000  for claims
attributable  to lower than agreed upon paid skier  visits and  snowfall  levels
under the Summit and  Waterville  Valley  policies.  The  Company's  claims were
determined  based on a specified  formula  under the paid skier visit  insurance
policies and snowfall  information  verified by an independent  third party. The
Company believes that it fully complied with its obligations under the policies,
and properly reported and made claims in accordance with the policies for losses
aggregating in excess of $1,500,000. As a result of the underwriters' failure to
properly  process the Company's  claims,  in November  2001, the Company filed a
lawsuit against the underwriters seeking recovery for breach of contract, breach
of covenant of good faith and unfair and deceptive business practices.  In April
2002, the underwriters made a partial offer of settlement of $700,000, which the
Company  accepted with a reservation  of all rights and remedies under the terms
of the policies and  applicable  law with respect to its remaining  claims.  The
Company intends to vigorously  pursue  collection of its remaining  claims.  The
parties to the lawsuit are currently  conducting  discovery in the matter. Based
on an evaluation of information  to date and the advice of counsel,  the Company
believes  that  realization  of its  recorded  claims is probable.  However,  no
assurance can be given regarding the timing of the resolution of this matter.

     Cost of sales for resort  operations for the three months ended January 31,
2003 were $26,096,000,  an increase of $578,000,  or 2%, as compared to the 2002
period. The increase was primarily the result of normal inflationary factors and
higher  insurance  costs,  partially  offset by lower  direct cost of sales as a
result of reduced sales of retail and food and beverage products.

     Cost of sales for real estate and timber  operations  for the three  months
ended February 1, 2002 was $671,000, including noncash cost of real estate sales
of $665,000,  as a result of the close of escrow on seven lots within the Unit 7
development  at  Northstar.  There were no real  estate  sales  during the three
months  ended  January 31, 2003.  Timber  operations  incurred  cost of sales of
$21,000  during the three  months ended  January 31, 2003.  There were no timber
sales during the three months ended February 1, 2002.

                                       13
<PAGE>

     Depreciation  and depletion  expense for the three months ended January 31,
2003 was $3,830,000, a decrease of $441,000 from the 2002 period. The decline in
depreciation and depletion  expense was primarily due to certain assets acquired
in connection  with the Company's  resort  acquisitions  in 1996 and 1997 having
become fully depreciated.

     Selling,  general and  administrative  expenses  for the three months ended
January 31, 2003 were $6,809,000, a decrease of $716,000, or 10%, as compared to
the 2002 period.  Selling,  general and administrative expenses for the 2003 and
2002  periods  include  $288,000  and  $191,000,  respectively,  relating to the
Company's   real  estate   segment.   The  decrease  in  selling,   general  and
administrative expenses between the 2003 and 2002 periods was primarily due to a
reduction in legal fees of $360,000 as a result of significant  activity  during
the 2002 period for various  lawsuits  involving Loon Mountain,  which have been
resolved,  lower sales  commissions,  and  reduced  provisions  under  incentive
compensation arrangements.

     Operating   income  for  the  three  months  ended  January  31,  2003  was
$9,775,000, a decrease of $4,897,000 from the operating income generated for the
2002 period, as a result of the factors discussed above.

     Interest  expense for the three  months  ended  January  31,  2003  totaled
$3,371,000,  a decrease of $890,000, or 21%, from the Company's interest expense
for the three months ended  February 1, 2002, as a result of reduced  borrowings
and lower average interest rates.

     The Company  recognized a gain on the early  retirement of debt of $506,000
for the three  months  ended  January 31, 2003,  relating to the  repurchase  of
$16,000,000  aggregate  principal amount of its 12.5% senior notes due 2007 (the
"Senior Notes").

     As of  November  1, 2002,  the Company had  estimated  net  operating  loss
carryforwards  of  approximately  $88,600,000  for federal  income tax reporting
purposes,  which  expire  between  2012 and 2022.  The tax  benefits of such net
operating losses are fully offset by a valuation reserve. Based on the Company's
current tax  attributes,  no income tax provision or benefit is expected for the
year ending October 31, 2003. Accordingly, during the three months ended January
31, 2003, no income tax provision has been provided.

     The  Company's  net income for the three months ended  January 31, 2003 was
$6,631,000,  a  reduction  of  $4,878,000  from the net  income  of  $11,509,000
generated for the three months ended February 1, 2002,  primarily as a result of
the real estate sales and income from  discontinued  operations of Bear Mountain
reflected  in the 2002 period and lower resort  operations  revenues in the 2003
period.

     The financial  information  presented below includes  information on "Total
EBITDA,"  "Noncash  Cost of Real  Estate  Sales"  and "Total  EBITDA  (excluding
Noncash  Cost of Real Estate  Sales)."  "Total  EBITDA"  represents  income from
operations  before  depreciation  and depletion  expense.  "Noncash Cost of Real
Estate  Sales"  represents  the  allocated  portion of real  estate  development
expenditures  previously  capitalized  (including acquisition costs allocated to
real estate  development)  which relate to current real estate  sales.  Although
EBITDA is not a measure of performance  under  accounting  principles  generally
accepted in the United States  ("GAAP"),  the  information is presented  because
management believes it provides useful information regarding a company's ability
to incur and service  debt.  In  addition,  management  uses EBITDA  measures to
assess  the  Company's  operating  performance  and to make  capital  investment
decisions.  Further,  Total EBITDA (excluding Noncash Cost of Real Estate Sales)
is calculated  consistent with the manner that "EBITDA" is calculated  under the
indenture  governing  the  Company's  Senior Notes,  and  therefore,  management
believes  this  measure is  meaningful  to holders of the Senior  Notes.  EBITDA
should  not be  considered  in  isolation  or as a  substitute  for net  income,
operating income, cash flows from operating  activities and other income or cash
flow  statement  data  prepared  in  accordance  with  GAAP,  or as a measure of
profitability  or liquidity.  In addition,  the EBITDA measures as determined by
the Company may not be comparable to related or similar  measures as reported by
other companies and do not represent funds available for discretionary use.


                                       14
<PAGE>


                                   Three Months Ended
                                 ---------------------
                                  January     February              Percentage
                                  31, 2003     1, 2002   Decrease    Decrease
                                 --------     --------   --------    --------
                                           (In thousands)

     Total EBITDA............  $  13,605     $  18,943    $(5,338)       (28)%
     Noncash Cost of Real
      Estate Sales...........  $       -     $     665    $  (665)      (100)
     Total EBITDA (excluding
      Noncash Cost of Real
      Estate Sales)..........  $  13,605     $  19,608    $(6,003)       (31)


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 (as defined below). 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.

     Effective March 15, 2002, the Company and its subsidiaries  entered into an
Amended and Restated Credit Agreement (as amended, the "Senior Credit Facility")
with Fleet  National  Bank,  as  administrative  agent  ("Agent"),  and  certain
lenders.  The following  summary of the terms of the Senior  Credit  Facility is
qualified by reference to the complete  agreement  governing  the Senior  Credit
Facility.

     The Senior  Credit  Facility  provides a  revolving  credit  facility  (the
"Revolving Credit  Facility") with borrowing  availability of up to $25,000,000,
and a term loan facility (the "Term Facility") with outstanding borrowings as of
January 31, 2003 of $24,000,000.  The Senior Credit  Facility  requires that the
Company not have any borrowings under the Revolving Credit Facility for a period
of 30 consecutive  days (20 consecutive  days for 2003, which has been met as of
March 17, 2003)  commencing  sometime between January 15 and February 28 of each
year.  The draw period under the Term  Facility has expired.  The Term  Facility
provides for  quarterly  commitment  reductions of $1,000,000 on the last day of
January,  April, July and October of each year beginning on January 31, 2003 and
continuing  through  October 31, 2005,  the maturity  date of the Senior  Credit
Facility.  The Company is required to repay amounts  outstanding  under the Term
Facility  on such dates by an amount  equal to the  greater of (i) the amount by
which outstanding Term Facility borrowings exceed the then-applicable  term loan
commitment  and (ii) the Excess Cash  Proceeds (as defined in the Senior  Credit
Facility)  derived  from  specified  real  estate  asset sales  determined  on a
cumulative  basis.  No  amount  of the  Term  Facility  which is  repaid  may be
reborrowed.  The entire unpaid  balance under the Senior Credit  Facility is due
and payable on October 31, 2005. Borrowings under the Senior Credit Facility are
secured by (a) a pledge to the Agent for the  ratable  benefit of the  financial
institutions  party to the Senior Credit Facility of all of the capital stock of
Booth Creek's  principal  subsidiaries and (b) a grant of a security interest in
substantially   all  of  the   consolidated   assets  of  Booth  Creek  and  its
subsidiaries.

     The Senior Credit Facility  contains  financial  covenants  relating to the
maintenance of (a) minimum  consolidated resort EBITDA (as defined in the Senior
Credit  Facility)  measured  quarterly on a rolling four quarter basis,  (b) the
ratio of  consolidated  EBITDA (as  defined in the Senior  Credit  Facility)  to
consolidated debt service, and (c) levels of adjusted consolidated leverage. The
Senior Credit  Facility also contains  restrictive  covenants  pertaining to the
management  and  operation of Booth Creek and its  subsidiaries.  The  covenants
include,  among others,  significant  limitations on  indebtedness,  guarantees,
letters of credit,  liens,  investments,  distributions,  capital  expenditures,
mergers, acquisitions,  asset sales, fundamental corporate changes, transactions
with  affiliates,  optional  payments and  modification of debt  instruments and
issuances of stock.

     For  purposes  of  calculating  interest,  loans  under the  Senior  Credit
Facility can be, at the  election of the Company,  Base Rate Loans or LIBOR Rate
Loans or a combination thereof.  Base Rate Loans bear interest at the sum of (a)
the higher of (i)  Agent's  prime rate or (ii) the  federal  funds rate plus .5%
plus (b) a margin of 1.5%. LIBOR Rate Loans bear interest at the LIBOR rate plus
a margin of 4%. Interest on loans outstanding is payable  quarterly.  The Senior
Credit  Facility  also  requires  commitment  fees of .5%  based  on the  unused
borrowing  availability  of the  Revolving  Credit  Facility and Term  Facility.
Borrowings  outstanding  under the Term Facility bore interest at an annual rate
of 6.8% as of January 31, 2003  pursuant  to the LIBOR rate  option.  Borrowings
under the Revolving  Credit Facility bore interest at an annual rate of 5.75% as
of January 31, 2003 pursuant to the base rate option.

                                       15
<PAGE>

     Borrowings  under the  Revolving  Credit  Facility  can be used for working
capital and other general corporate purposes including,  with the consent of the
lenders, the repurchase of the Company's Senior Notes. Borrowings under the Term
Facility could be used to repurchase the Company's Senior Notes or repay certain
other  indebtedness,  together with accrued and unpaid interest  thereon.  As of
January 31, 2003, outstanding borrowings under the Revolving Credit Facility and
Term Facility were $7,500,000 and $24,000,000, respectively.

     The Company had a net working  capital deficit of $45,159,000 as of January
31, 2003  (including  $7,500,000 in outstanding  borrowings  under the Revolving
Credit  Facility),  which will  negatively  affect  liquidity  during 2003.  The
Company's net working  capital deficit as of January 31, 2003 was due in part to
unearned  revenue and deposits from resort  operations of $14,428,000 for season
pass and membership product sales,  lodging deposits and other prepaid products,
as well as real estate deposits of $5,610,000.

     The Company generated cash from operating activities of $14,678,000 for the
three months  ended  January 31, 2003 as compared to  $24,980,000  for the three
months  ended  February  1,  2002.  The  decrease  in  operating  cash flows was
primarily  due to reduced  revenues  and  operating  income in the 2003  period,
timing differences in accounts payable and accrued liabilities and the effect of
the divestiture of Bear Mountain on operating cash flows.

     Cash used in investing activities totaled $2,570,000 and $3,165,000 for the
three months  ended  January 31, 2003 and  February 1, 2002,  respectively.  The
results for the 2003 and 2002 periods primarily reflect capital expenditures for
the purchase of property and equipment.

     Cash used in financing  activities totaled $10,889,000 for the three months
ended January 31, 2003, which reflects net borrowings under the Revolving Credit
Facility of $6,255,000,  scheduled  payments of long-term debt of $2,064,000 and
the repurchase of $16,000,000 aggregate principal amount of the Company's Senior
Notes for $15,080,000. Cash used in financing activities totaled $20,034,000 for
the three months ended February 1, 2002, which primarily reflects net repayments
under the Revolving Credit Facility of $17,628,000,  and scheduled repayments of
long-term debt and preferred stock of $1,241,000 and $1,151,000, respectfully.

     The Company's  capital  expenditures  for property and equipment during the
three  months  ended  January 31, 2003 were  $3,021,000  (including  $682,000 of
equipment  acquired  through  capital  leases),  and consisted  primarily of the
remaining  portion of the Company's 2002 capital  programs and  acquisitions  of
grooming  equipment.  Total capital  expenditures  for the Company's Fiscal 2003
resort capital programs are preliminarily  estimated to range from $7,000,000 to
$11,000,000. Capital expenditures for real estate development projects in Fiscal
2003 are preliminarily estimated to range between $4,000,000 and $4,700,000. The
Company plans to fund future  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/or  borrowings  under the
Revolving  Credit  Facility.  Commitments for future capital  expenditures  were
approximately $1,800,000 at January 31, 2003.

     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
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.

     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  expects to continue to pursue
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.


                                       16
<PAGE>

     The Company's  significant  contractual  obligations include long-term debt
(including  capital lease  obligations) and operating  leases. As of January 31,
2003, the Company's  scheduled  maturities of long-term debt and operating lease
commitments for the periods indicated were as follows:

                  Nine Months
                    Ending          Year Ending October
                    October  ---------------------------------
                     2003     2004     2005    2006    2007   Thereafter  Total
                    ------   ------   ------  ------  ------  ----------  ------
Long-term Debt    $ 3,992  $ 6,314  $ 17,922   $  98  $ 80,204  $    -  $108,530
                 ======== ======== =========  ======= ========  ======= ========
Operating Leases  $   935  $   905  $    742   $ 366  $    110  $2,120  $  5,178
                 ======== ======== =========  ======= ========  ======= ========

     In connection with certain single family real estate  development  projects
at Northstar, self-insured workers' compensation arrangements for the Summit and
certain  other  aspects of its  operations,  the Company has arranged for surety
bonds from  third-party  surety  bonding  companies  or  letters of credit  from
financial  institutions.  The  aggregate  amount of surety  bonds and letters of
credit in place at January 31, 2003 were approximately  $1,500,000 and $100,000,
respectively.

     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  governing the
Company's  Senior  Notes  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 other person,  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 Senior 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.

     Primarily as a result of (a) poor weather  conditions  at the Summit during
the three  months  ended  January 31, 2003 and  resulting  reductions  in resort
operations  revenues and operating income, and (b) unusually high provisions for
workers'  compensation  exposures  at the  Company's  Lake Tahoe and  Washington
resorts  during the trailing  four quarter  period,  the Company  experienced  a
shortfall of approximately  $1,600,000 relative to the required minimum level of
consolidated  resort EBITDA  pursuant to the  covenants  under the Senior Credit
Facility for the trailing  four  quarter  period ended on January 31, 2003.  The
Company  obtained a waiver from the lenders under the Senior Credit  Facility of
the default of the minimum  consolidated  resort  EBITDA  covenant  for the four
quarter period which ended on January 31, 2003.


                                       17
<PAGE>

     As of January 31, 2003,  the Company had  $108,530,000  of total  long-term
debt  outstanding.  The Company  expects that existing cash, cash generated from
operations and cash proceeds of planned real estate sales at Northstar, together
with borrowing availability, will be adequate to fund the Company's debt service
and other cash operating  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.

     Any  decline  in  the  Company's  expected  operating  performance  or  the
inability  of  management  to  successfully  implement  the  Company's  business
strategy,  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.

Critical Accounting Policies

     The  preparation  of the  Company's  consolidated  financial  statements in
conformity with generally accepted accounting  principles requires the selection
of appropriate accounting policies, as well as the use of judgment by management
in applying such accounting policies and formulating financial estimates.  These
judgments and estimates  are based on historical  experience,  terms of existing
contracts  and  customer  arrangements  and  information  available  from  other
sources,  as  appropriate.  By their nature,  these  judgments and estimates are
subject  to an  inherent  degree  of  uncertainty.  In  applying  the  Company's
accounting  policies and determining  financial  estimates,  different  business
conditions  or  the  use of  different  assumptions  may  result  in  materially
different amounts reported in the Company's consolidated financial statements.

     The Company has identified  its most critical  accounting  policies,  which
relate  to  (i)  revenue   recognition  for  resort  operations,   (ii)  revenue
recognition  for real estate sales,  (iii)  valuation of  long-lived  assets and
goodwill,  and (iv)  evaluation  of  contingencies  and reserve  estimates.  The
critical  accounting  policies were  determined by  considering  which  policies
involved the most complexity, subjective decisions or estimation.

     Revenue Recognition for Resort Operations - Revenues from resort operations
are generated from a wide variety of sources,  including lift ticket sales, snow
school  lessons,  equipment  rentals,  retail product  sales,  food and beverage
operations,  lodging and property  management  services  and other  recreational
activities,  and are  recognized as services are provided and products are sold.
Sales of season passes are initially deferred in unearned revenue and recognized
ratably  over the  expected  ski season.  Revenues  relating to paid skier visit
insurance  arrangements in prior years were recognized based on an evaluation of
the policy  arrangements,  actual and forecasted  skier visits,  actual snowfall
amounts and other relevant factors. The Company also periodically  evaluates the
collectibility  of all of its  receivables,  and, if necessary,  provides for an
adequate allowance for doubtful accounts.

     Revenue  Recognition  for Real  Estate  Sales - Sales and  profits  on real
estate sales are recognized  using the full accrual method at the point that the
Company's receivables from land sales are deemed collectible and the Company has
no significant  remaining  obligations for  construction  or development,  which
typically  occurs upon transfer of title.  If such  conditions  are not met, the
recognition  of all or part of the sales and profit is  postponed.  The  Company
thoroughly  evaluates  contractual  agreements  and  the  underlying  facts  and
circumstances   relating  to  its  real  estate   transactions,   including  the
involvement of related parties, to determine the appropriate revenue recognition
treatment  of such  transactions  in  accordance  with  Statement  of  Financial
Accounting  Standards No. 66, "Accounting for Sales of Real Estate," and related
pronouncements.


                                       18
<PAGE>

     Valuation  of  Long-Lived  Assets and  Goodwill - The Company  periodically
evaluates  whether there are facts and  circumstances  that  indicate  potential
impairment of its long-lived assets. If impairment  indicators are present,  the
Company  reviews  the  carrying  value of its  long-lived  assets for  continued
appropriateness.  The  Company  also  performs  periodic  impairment  tests  for
recorded goodwill. The impairment evaluations for long-lived assets and goodwill
are based upon projections of future cash flows,  estimated  purchase  multiples
and other  relevant  factors.  While the  Company  believes  its  estimates  are
reasonable, different assumptions could materially affect these evaluations.

     Evaluation  of  Contingencies   and  Reserve   Estimates  -  The  Company's
operations  are  affected  by  various   contingencies,   including   commercial
litigation,   personal  injury  claims  relating   principally  to  snow  sports
activities, self-insured workers' compensation matters and self-insured employee
health and welfare  arrangements.  The Company performs periodic  evaluations of
these contingencies and, based on the advice of counsel, information provided by
third-party  claims  administrators  and other pertinent  information,  provides
reserves for its best estimate of the eventual  outcome of these matters.  These
estimated  liabilities are reviewed and appropriately  adjusted as the facts and
circumstances  related to these contingencies change. While the Company believes
its estimates are reasonable,  different  assumptions  could  materially  affect
these evaluations

Recently Adopted Accounting Pronouncement

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  ("SFAS  No.  143"),  which  addresses  financial   accounting  and
reporting for obligations  associated with the retirement of tangible long-lived
assets and  associated  asset  retirement  costs.  The new rules  apply to legal
obligations associated with the retirement of long-lived assets that result from
the  acquisition,  construction,  development  and (or)  normal  operation  of a
long-lived  asset.  The Company adopted SFAS No. 143 effective as of November 2,
2002.  The  adoption  of SFAS No.  143 did not  have a  material  impact  on the
Company's consolidated financial position or results of operations.

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.

     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  improvements 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 used in its ski  operations at each resort.  The real property
presently  used at the  Northstar  and Mt.  Cranmore  resorts  is  owned  by the
Company,  leased from third parties or controlled by easements.  The Company has
the right to use a substantial  portion of the real property associated with the
Sierra, Summit and Waterville Valley resorts under the terms of Term Special Use
Permits issued by the United States Forest Service (the "Forest  Service").  The
Sierra permit expires in 2039, the Waterville  Valley permit expires in 2034 and
the Summit permit expires in 2032.

     A  substantial  portion  of the  real  property  associated  with  the Loon
Mountain resort is likewise used under a Forest Service Term Special Use Permit.
In 1993, the Forest Service authorized various improvements at Loon Mountain and
an  expansion  onto the  adjacent  South  Mountain.  The United  States Court of
Appeals  for the First  Circuit  overturned  this  authorization  in 1996 on the
ground  that  the  Forest  Service  had  failed  to  properly   address  certain
environmental issues under the National  Environmental  Policy Act ("NEPA").  On
remand  from the Court of  Appeals,  the United  States  District  Court for the
District of New Hampshire  (the  "District  Court")  entered a final order dated
December 11, 1998 which imposed certain conditions and limitations on the Forest
Service  and Loon  Mountain  Recreation  Corporation  ("LMRC")  until the Forest
Service  completed an  additional  environmental  review  process under NEPA. In
response to a separate 1997 action filed by an individual  and an  environmental
group,  the  District  Court  entered an  injunction  on February 12, 1999 which
limited  LMRC's  snowmaking  and use of a snowmaking  pipeline  until the Forest
Service  completed  the  additional  environmental  review  process  under NEPA.
Effective  February  22,  2001,  certain  plaintiffs  in the  lawsuits  alleging
violations  of  environmental  laws by the Forest  Service and LMRC entered into
settlement  agreements  with LMRC which resolved all issues among the plaintiffs
and LMRC  relating to LMRC's  prior  operations  and its  proposal for near term
expansion and upgrading of Loon Mountain.  Among other things,  these agreements
impose  certain  restrictions  on the  operation  of the  resort  and the future
development of certain private land at the resort.

                                       19
<PAGE>

     LMRC notified the District Court and  interested  parties that the December
11, 1998 final order and February 12, 1999 injunction  expired under their terms
when the Forest  Service i) completed its NEPA  process,  ii) issued a Record of
Decision  ("ROD")  on  February  26,  2002  approving  the Loon  Mountain  Final
Environmental Impact Statement (the "Final EIS"), and iii) issued a Term Special
Use Permit to LMRC for Loon  Mountain on June 24, 2002 (thereby  replacing  Loon
Mountain's  three existing Forest Service  permits).  The new Loon Mountain Term
Special Use Permit expires in 2042.

     Two  written  administrative  appeals to the ROD were filed with the Forest
Service.  One of the two  appellants  settled with LMRC and withdrew its appeal.
The Forest Service denied the other administrative  appeal and upheld the ROD in
a letter decision dated June 7, 2002. With these actions, the Forest Service has
concluded its administrative  appeal process for the ROD. The ROD and the Forest
Service's June 7, 2002 letter decision are subject to judicial review in federal
court  under  the   Administrative   Procedure  Act  by  the   appellant   whose
administrative  appeal was denied by the Forest Service.  As of the date of this
Report,  no action for judicial  review had been filed.  The Company can give no
assurance  regarding  whether such a judicial appeal will be filed or the timing
or outcome of such a process.

     Elements of the expansion and development activities addressed in the Final
EIS that occur on private lands will be subject to separate  federal,  state and
local permitting processes. While the Company believes that it will successfully
navigate these remaining  steps to undertaking the activities  authorized in the
ROD, it can give no assurance regarding the timing or outcome of such processes.

     The  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  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,  season pass,  ski school  lesson,  food and
beverage,  rental equipment and retail merchandise sales. Total fees paid to the
Forest  Service  by the  Company  during the year  ended  November  1, 2002 were
$1,352,000.

     The Company  believes that its relations  with the 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  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 permittee; however, the
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.  However,  the  Company is  required  from time to time to  undertake
remediation  activities at its resorts to assure  compliance with  environmental
laws or to address  instances of  non-compliance.  The cost of these  activities
could be  significant.  The  failure by the  Company to comply  with  applicable
environmental  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.

                                       20
<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,  or renewed,  or
will be  renewed  on terms  materially  less  favorable  to the  Company.  Major
expansions of any one or more of the  Company's  resorts  could  require,  among
other  things,  the  filing  of  an  environmental  impact  statement  or  other
documentation  with the 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 or renewed.

     Certain regulatory  approvals associated with a snowmaking pipeline at Loon
Mountain, as well as certain contractual obligations, impose minimum stream flow
requirements on Loon Mountain.  These  requirements will compel Loon Mountain to
construct water storage  facilities  within  approximately  four years, and such
construction  may  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.

     Except for certain permitting and environmental compliance matters relating
to Loon Mountain  described  above and in Part II, Item 1. "Legal  Proceedings,"
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.

Recent Trends and Outlook

     Since  January 31,  2003,  the Company has  experienced  a decline in skier
visitation  relative to prior  season  levels,  which may be  attributable  to a
number of  factors,  including  the  continued  lack of  adequate  snowfall  and
relatively  poor  conditions at the Summit during  February  2003;  extreme cold
temperatures  and the  impact of  disruptive  major  storms in the  northeastern
United States during February 2003;  substantially below average snowfall in the
Lake Tahoe region  during  January and February  2003;  the  weakening  economy;
rising gasoline prices,  particularly in California;  and concerns regarding the
threat of war in the Middle  East and the  potential  for  heightened  terrorist
activity in the United States.

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"  and elsewhere in this Report 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. The reader can identify these statements by  forward-looking
words  such  as  "may,"  "will,"  "expect,"   "plan,"  "intend,"   "anticipate,"
"believe,"   "estimate,"  and  "continue"  or  similar  words.   Forward-looking
statements are based on  management's  current views and assumptions and involve
risks and uncertainties that could  significantly  affect the Company's business
and expected  operating  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:

          o    Uncertainty as to future financial results,
          o    The  substantial  leverage  and  liquidity   constraints  of  the
               Company,
          o    Significant  operating  restrictions  under  the  Company's  debt
               agreements,
          o    The capital  intensive nature of development of the Company's ski
               resorts,
          o    Uncertainties associated with obtaining financing for future real
               estate projects and to undertake future capital improvements,
          o    Uncertainties regarding the timing and success of our real estate
               development  projects and their ultimate  impact on our operating
               results,
          o    Demand for and costs associated with real estate development,
          o    The  discretionary  nature of consumers'  spending for skiing and
               resort real estate,

                                       21
<PAGE>

          o    Regional and national economic conditions,
          o    Weather conditions,
          o    Negative  demand for our  services and  products  resulting  from
               potential terrorism threats,
          o    Availability and cost of commercial air service,
          o    The threat or commencement of wars,
          o    Availability  and  terms  of  insurance  coverage,   as  well  as
               increases in the cost of insurance coverage,
          o    Natural disasters (such as earthquakes and floods),
          o    Competition and pricing pressures,
          o    Governmental regulation and litigation and other risks associated
               with expansion and development,
          o    The  adequacy  of the  water  supplies  at each of the  Company's
               resorts,
          o    Availability of adequate energy supplies for the operation of the
               Company's   resorts,   including   snowmaking   operations,   and
               volatility in the prices charged for energy and fuel,
          o    The  occupancy of leased  property and property  used pursuant to
               the United States Forest Service permits, and
          o    Other factors  identified under "- Risk Factors" in Part II, Item
               7. "Management's  Discussion and Analysis of Financial  Condition
               and Results of Operations" in the Company's Annual Report on Form
               10-K for the year ended November 1, 2002.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     During the three months ended January 31, 2003, there have been no material
changes in information  relating to market risk from the Company's disclosure in
Item 7a. of the Company's Annual Report on Form 10-K for the year ended November
1, 2002 as filed with the Securities and Exchange Commission.

ITEM 4. CONTROLS AND PROCEDURES

     a)   The Company,  under the supervision and with the  participation of the
          Company's management, including the Company's Chief Executive Officer,
          President and Chief  Operating  Officer and Chief  Financial  Officer,
          carried  out an  evaluation  of the  effectiveness  of the  design and
          operation of the Company's  disclosure  controls and  procedures  (the
          "Evaluation") as of the last day of the period covered by this Report.
          Based upon the  Evaluation,  the Company's  Chief  Executive  Officer,
          President  and Chief  Operating  Officer and Chief  Financial  Officer
          concluded  that the Company's  disclosure  controls and procedures are
          effective to ensure that  information  required to be disclosed in our
          periodic reports filed with the Securities and Exchange  Commission is
          recorded, processed,  summarized and reported as and when required. In
          addition,  they concluded that there were no significant  deficiencies
          or material weaknesses in the design or operation of internal controls
          which  could  significantly  affect the  Company's  ability to record,
          process,  summarize and report financial data. It should be noted that
          the design of any  system of  controls  is based in part upon  certain
          assumptions about the likelihood of future events, and there can be no
          assurance  that any design will succeed in achieving  its stated goals
          under all potential future conditions, regardless of how remote.

     b)   There were no significant  changes in the Company's  internal controls
          or in other  factors that could  significantly  affect these  controls
          subsequent to the date of the Evaluation.


                                       22
<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 snow  sports  activities  at its resorts as well as to
premises and vehicular operations and workers' compensation matters. The Company
maintains  liability  insurance  that the Company  considers  adequate to insure
claims related to such usual and customary  risks  associated with the operation
of four-season recreation resorts.

     In  connection  with  the  Company's  1998  acquisition  of  Loon  Mountain
Recreation  Corporation  ("LMRC"),  certain  shareholders  of LMRC filed several
lawsuits  challenging the transaction and seeking to exercise dissenters' rights
under the New Hampshire  Business  Corporation  Act. Each of these  lawsuits has
been decided or otherwise resolved in favor of the Company,  LMRC and its former
directors,  resulting  in no further  liability  or  obligation  relating to the
transaction  for LMRC, its former  directors or the Company and its  affiliates.
The New Hampshire Superior Court has awarded attorneys fees to the defendants in
certain of these cases in the amount of $972,000 (with $420,000 for LMRC and the
Company and $552,000 for the insurer that funded  certain costs of defending the
former LMRC  directors),  although the amount of such award  remains  subject to
appeal and the likelihood or timing of collection of such amount is uncertain.

     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 and an expansion at Loon Mountain.
The District  Court  entered a final order dated  December 11, 1998 that imposed
certain  conditions and limitations on LMRC's  operations.  Under its terms, the
order  was  effective   until  the  Forest   Service   completed  an  additional
environmental review process under NEPA and issued a new Term Special Use Permit
for Loon  Mountain.  In 1997, an individual and an  environmental  group 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.  The District  Court entered an injunction on February 12,
1999  which  limited  LMRC's  use of the  snowmaking  pipeline  until the Forest
Service completed its additional  environmental analysis under NEPA and issued a
Record of Decision ("ROD").

     As described in Part I, Item 2.  "Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations - Regulation and Legislation," on
February 26, 2002, the Forest Service completed its environmental analysis under
NEPA and issued a ROD approving  the Final  Environmental  Impact  Statement for
Loon  Mountain.  The Forest Service issued a Term Special Use Permit to LMRC for
Loon  Mountain on June 24, 2002.  The Forest  Service  denied an  administrative
appeal of the ROD in a June 7,  2002  letter  decision.  The ROD and the June 7,
2002 letter  decision are subject to judicial review in federal court. As of the
date of this Report,  no action for judicial review had been filed.  The Company
can give no assurance  regarding whether such a judicial appeal will be filed or
the timing or outcome of such process.

     Effective  February 22, 2001, certain plaintiffs in lawsuits (each of which
have now been dismissed or settled) alleging violations of environmental laws by
LMRC entered into  settlement  agreements  with LMRC,  which  resolve all issues
among them and LMRC relating to LMRC's prior operations and current proposal for
near term  expansion  and  upgrading of the Loon  Mountain  resort.  Among other
things,  these  agreements  impose certain  restrictions on the operation of the
resort and the future development of certain private land at the resort.

     On November 13, 2001, the Company filed a lawsuit against ASU International
LLC,  Essex  Insurance   Company  and  Certain   Underwriters,   Lloyd's  London
(collectively,  the "Insurers") in Superior Court in Massachusetts.  The Company
had placed  with the  Insurers  weather/income  stabilization  coverage  for the
2000/01 ski season for certain of its resorts.  During the applicable  period of
the  policies,  the  Company  incurred  losses at two of its  resorts  which the
Company  believes  were covered  under the terms of such  policies.  The Company
believes  that it  complied  with its  obligations  under the  policies  and has
properly  reported  and made claims in  accordance  with the policies for losses
aggregating  in excess of  $1,500,000.  In response to the Insurers'  failure to
properly process the Company's claims,  the Company seeks recovery for breach of
contract,  breach of  covenant of good faith and unfair and  deceptive  business
practices.  The Company's  complaint  seeks  recovery for the full amount of its
claims as well as multiple damages and attorneys' fees based on its assertion of
unfair and deceptive claims practices by the Insurers.

                                       23
<PAGE>

     Partial  resolution of the claims was reached and a payment of $700,000 was
made by the Insurers in April 2002.  This payment was made and accepted  without
prejudice to the remainder of the Company's claims.  This lawsuit remains in the
discovery phase, with certain key depositions scheduled for the first quarter of
2003.  Based on an evaluation of  information  and progress of discovery to date
and the advice of counsel, the Company believes that realization of its recorded
claims is probable.  However,  no assurance can be given regarding the timing of
resolution of this matter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     The Company did not satisfy the minimum consolidated resort EBITDA covenant
under the Senior Credit  Facility for the four quarter  period ended January 31,
2003.  The Company  obtained a waiver from the lenders  under the Senior  Credit
Facility of any default or event of default arising as a result of having failed
to comply with the covenant.  See Part I, Item 2.  "Management's  Discussion and
Analysis of Financial  Condition and Results  Operations - Liquidity and Capital
Resources."

ITEM 6. EXHIBITS AND REPORTS ON FORM-8-K

a.   Exhibits

     Exhibit No.              Description of Exhibit

     10.1                     Amendment  1 dated as of January  23,  2003 to the
                              Amended and Restated  Employment  Agreement by and
                              between Booth Creek Ski Group,  Inc.,  Booth Creek
                              Ski Holdings, Inc. and Christopher P. Ryman.

     10.2                     Amendment  1 dated as of January  23,  2003 to the
                              Amended and Restated  Employment  Agreement by and
                              between Booth Creek Ski Group,  Inc.,  Booth Creek
                              Ski Holdings, Inc. and Elizabeth J. Cole.

     10.3                     Waiver and Amendment dated as of March 14, 2003 to
                              the Amended and Restated Credit Agreement dated as
                              of March 15, 2002 among Booth Creek Ski  Holdings,
                              Inc.,   the  other   Borrowers   thereunder,   the
                              Guarantor   named   therein,   the  Lenders  named
                              therein, and Fleet National Bank, as Agent for the
                              Lenders.

     99.1                     Certification  of George N.  Gillett,  Jr.,  Chief
                              Executive Officer,  pursuant to 18 U.S.C.  Section
                              1350,  as adopted  pursuant  to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

     99.2                     Certification  of Christopher P. Ryman,  President
                              and Chief Operating Officer, pursuant to 18 U.S.C.
                              Section 1350,  as adopted  pursuant to Section 906
                              of the Sarbanes-Oxley Act of 2002.

     99.3                     Certification of Elizabeth J. Cole, Executive Vice
                              President and Chief Financial Officer, pursuant to
                              18 U.S.C.  Section  1350,  as adopted  pursuant to
                              Section 906 of the Sarbanes-Oxley Act of 2002.

b.   Reports on Form 8-K

     No reports on Form 8-K were filed during the quarterly period ended January
31, 2003.


                                       24
<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)



March 17, 2003



                                       25
<PAGE>

                                 CERTIFICATIONS



I, George N. Gillett, Jr., certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of Booth  Creek Ski
     Holdings, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

March 17, 2003


                                        By:/s/ GEORGE N. GILLETT, JR.
                                          -----------------------------------
                                               George N. Gillett, Jr.
                                              Chief Executive Officer



                                       26
<PAGE>

I, Christopher P. Ryman, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of Booth  Creek Ski
     Holdings, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


March 17, 2003


                                        By:/s/ CHRISTOPHER P. RYMAN
                                          -----------------------------------
                                               Christopher P. Ryman
                                         President and Chief Operating Officer


                                       27
<PAGE>

I, Elizabeth J.Cole, certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-Q of Booth  Creek Ski
     Holdings, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

March 17, 2003


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



                                       28