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

                                 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 26, 2001

                                       OR

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

                       Commission File Number: 333-26091

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

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

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

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


     Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934  during the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing  requirements  for the past 90 days.  Yes[X] No[ ]

     As of  February 23,  2001,  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.........................................    8

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

                         PART II - OTHER INFORMATION

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

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

     Signatures........................................................   22
<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 26,     October 27,
                                                      2001           2000
                                                --------------- ---------------
                  ASSETS                          (Unaudited)

Current assets:
  Cash and cash equivalents...................  $         4,164 $           696
  Accounts receivable, net of allowance of
   of $32 and $28, respectively...............            2,630           1,929
  Insurance proceeds receivable...............            1,100           4,070
  Inventories ................................            3,199           2,106
  Prepaid expenses and other current
   assets ....................................            2,857           1,194
                                                --------------- ---------------
Total current assets .........................           13,950           9,995

Property and equipment, net ..................          147,775         145,746
Real estate held for development and sale ....            6,774           6,566
Deferred financing costs, net of
  accumulated amortization of $4,409 and
  $4,162, respectively .......................            4,948           5,338
Timber rights and other assets ...............            6,192           5,937
Goodwill, net of accumulated amortization
  of $9,523 and $8,937, respectively .........           24,895          25,481
                                                --------------- ---------------
Total assets .................................  $       204,534 $       199,063
                                                =============== ===============

   LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
  Senior credit facility ....................   $             - $         6,352
  Current portion of long-term debt .........             2,806           1,356
  Accounts payable and accrued liabilities ..            43,829          33,915
                                                --------------- ---------------
Total current liabilities ...................            46,635          41,623

Long-term debt ..............................           133,512         136,790

Other long-term liabilities .................               785             785

Commitments and contingencies

Preferred stock of subsidiary; 28,000
  shares authorized, 12,000 shares issued
  and outstanding at January 26, 2001
  (13,000 shares at October 27, 2000);
  liquidation preference and redemption
  value of $1,512 at January 26, 2001 .......             1,512           1,638

Shareholder's equity:
  Common stock, $.01 par value; 1,000
   shares authorized, issued and
   outstanding ..............................                 -               -
  Additional paid-in capital ................            72,000          72,000
  Accumulated deficit .......................           (49,910)        (53,773)
                                                --------------- ---------------
Total shareholder's equity ..................            22,090          18,227
                                                --------------- ---------------
Total liabilities and shareholder's
  equity ....................................   $       204,534 $       199,063
                                                =============== ===============

                            See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                                     Three Months Ended
                                                 --------------------------
                                                 January 26,    January 28,
                                                    2001           2000
                                                 -----------    -----------
                                                        (Unaudited)
Revenue:
  Resort operations............................     $48,963        $43,869
  Real estate and other........................           -            845
                                                 -----------    -----------
Total revenue..................................      48,963         44,714

Operating expenses:
  Cost of sales - resort
   operations..................................      28,173         26,145
  Cost of sales - real estate
   and other...................................           -            333
  Depreciation and depletion...................       5,287          4,887
  Amortization of goodwill and
   other intangible assets.....................         595            606
  Selling, general and
   administrative expense......................       7,398          6,650
                                                 -----------    -----------
Total operating expenses.......................      41,453         38,621
                                                 -----------    -----------
Operating income...............................       7,510          6,093


Other income (expense):
  Interest expense.............................      (4,396)        (4,825)
  Amortization of deferred
  Financing costs..............................        (247)          (235)
  Other income.................................          56             12
                                                 -----------    -----------
  Other income (expense),net...................      (4,587)        (5,048)
                                                 -----------    -----------
Income before minority interest and
  extraordinary item...........................       2,923          1,045

Minority interest..............................         (36)           (47)
                                                 -----------    -----------
Income before extraordinary Item...............       2,887            998

Extraordinary gain on early
  retirement of debt...........................         976              -
                                                 -----------    -----------
Net income.....................................    $  3,863       $    998
                                                 ===========   ============

                            See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                       Three Months Ended
                                                -------------------------------
                                                  January 26,       Janaury 28,
                                                     2001              2000
                                                -------------     -------------
                                                          (Unaudited)

Cash flows from operating activities:
Net income.....................................   $   3,863         $     998
Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation................................       5,287             4,887
   Amortization of goodwill and other
    intangible assets .........................         595               606
   Noncash cost of real estate sales ..........           -               331
   Amortization of deferred financing costs ...         247               235
   Minority interest ..........................          36                47
   Extraordianry gain on early retirement
    of debt....................................        (976)                -
   Changes in operating assets and liabilities:
    Accounts receivable .......................        (701)             (169)
    Insurance proceeds receivable..............       2,970            (4,293)
    Inventories ...............................      (1,093)             (928)
    Prepaid expenses and other current assets..      (1,663)           (1,556)
    Accounts payable and accrued liabilities...       9,914            18,219
                                                -------------     -------------
Net cash provided by operating activities......      18,479            18,377

Cash flows from investing activities:
Capital expenditures for property and
 equipment ....................................      (4,425)           (5,251)
Capital expenditures for real estate
 held for development and sale ................        (208)             (308)
Other assets ..................................        (264)              267
                                                -------------     -------------
Net cash used in investing activities .........      (4,897)           (5,292)

Cash flows from financing activities:
Net repayments of senior credit facility ......      (6,352)          (10,467)
Principal payments of long-term debt ..........      (3,599)           (1,077)
Deferred financing costs ......................          (1)              (33)
Purchase of preferred stock of subsidiary
 and payment of dividends .....................        (162)             (173)
                                                -------------     -------------
Net cash used in financing activities .........     (10,114)          (11,750)
                                                -------------     -------------
Increase in cash and cash equivalents..........       3,468             1,335

Cash and cash equivalents
 at beginning of period........................         696               461
                                                -------------     -------------
Cash and cash equivalents at end of period..... $     4,164       $     1,796
                                                =============     =============

                            See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                January 26, 2001

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

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

     The Company  divested the Grand  Targhee ski resort  ("Grand  Targhee") on
June  20,  2000.  Grand  Targhee  contributed  resort  operations  revenues  of
$3,225,000  and income  from  operations  before  depreciation,  depletion  and
amortization  expense and the noncash cost of real estate sales of $924,000 for
the three months ended January 28, 2000.

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

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

     The accompanying  consolidated financial statements as of January 26, 2001
and for the three month periods ended January 26, 2001 and January 28, 2000 are
unaudited,  but include all adjustments  (consisting only of normal,  recurring
adjustments  and  adjustments  to  recognize  the  extraordinary  gain on early
retirement  of debt during the three months ended  January 26, 2001) which,  in
the opinion of management of the Company,  are considered  necessary for a fair
presentation of the Company's  financial  position at January 26, 2001, and its
operating  results and cash flows for the three month periods ended January 26,
2001 and January 28, 2000. Due to the highly  seasonal  nature of the Company's
business, the results for the interim periods are not necessarily indicative of
results for the entire  year.  Certain  information  and  footnote  disclosures
normally  included in annual financial  statements  prepared in accordance with
generally  accepted  accounting   principles  have  been  omitted  pursuant  to
generally  accepted  accounting  principles  applicable  for  interim  periods.
Management  believes  that  the  disclosures  made  are  adequate  to make  the
information  presented not  misleading.  The unaudited  consolidated  financial
statements  should  be read in  conjunction  with the  following  notes and the
Company's  consolidated financial statements and accompanying notes included in
the Company's  Annual Report on Form 10-K for the fiscal year ended October 27,
2000.

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 January
26, 2001, cash equivalents consisted of government money market funds.

   Included  in cash at January 26, 2001 is  restricted  cash of  $1,361,000,
relating  to advance  deposits  and rental  fees due to  property  owners for
lodging and property rentals.

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.
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

2. Insurance Proceeds Receivable

     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 have a deductible for the initial  decline
from targeted paid skier visit and revenue levels and stated  maximum  coverage
levels.  In addition,  the policies  require the insured to experience  monthly
and/or annual snowfall  amounts below certain agreed upon levels before a claim
can be  filed  for  the  decline  in paid  skier  visits.  In the  accompanying
consolidated  financial statements as of and for the three months ended January
26, 2001, the Company has recorded a receivable and resort  operating  revenues
of  $700,000  for  expected  claims  attributable  to  lower  than  agreed-upon
cumulative  paid skier visits and snowfall levels for the month of January 2001
on the Summit and Waterville  Valley  policies.  This estimate  assumes certain
levels of paid skier  visits  are  achieved  for the  Company's  second  fiscal
quarter  ending April 27, 2001.  In the event that actual paid skier visits for
the Company's  second fiscal  quarter of 2001 differ from assumed  levels,  the
eventual claim under the paid skier visit insurance policies could be higher or
lower than the $700,000 estimated claim as of January 26, 2001.

     For the 1999/00 ski season,  the Company  arranged for four  separate paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
Sierra),  its New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain),  Bear Mountain and the Summit.  Resort  operations  revenues for the
three months  ended  January 28, 2000  included  estimated  claims  revenues of
$5,000,000.  For the three months ended  January 26,  2001,  resort  operations
revenues  included $254,000 for additional claim recoveries to be received upon
the final  settlement  of the 1999/00  paid skier visit  insurance  policies in
excess of the amounts  recognized in fiscal 2000 of $6,600,000.  At January 26,
2001,   insurance   proceeds   receivable   included  $400,000  in  outstanding
receivables  due under the 1999/00 paid skier visit insurance  policies,  which
was fully collected in February 2001.

3. Accounts Payable and Accrued Liabilities

   Accounts payable and accrued liabilities consist of the following:

                                        January 26,   October 27,
                                           2001          2000
                                        -----------   -----------
                                              (In thousands)

   Accounts payable..................   $    6,121    $    7,958
   Accrued compensation and benefits..       3,818         4,002
   Taxes other than income............       2,424         1,157
   Unearned revenue and deposits......      17,717        15,582
   Interest...........................       6,040         2,234
   Other..............................       7,709         2,982
                                        ----------    ----------
                                        $   43,829    $   33,915
                                        ==========    ==========

4. Financing Arrangements

Senior Credit Facility

     The total  maximum  borrowing  availability  under the  provisions  of the
Company's  Amended and Restated Credit Agreement (the "Senior Credit Facility")
is $25 million.  The final maturity date of the Senior Credit Facility is March
31,  2002.  The Senior  Credit  Facility  requires  that the  Company  not have
borrowings  thereunder in excess of $8 million,  in addition to certain amounts
maintained by the Company in certain  depository  accounts with Fleet  National
Bank, for a period of 60 consecutive days each year commencing between February
1 and February 28. There were no borrowings outstanding under the Senior Credit
Facility at January 26, 2001.
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Long-Term Debt

     As of January  26,  2001,  the  Company  had  outstanding  $129.5  million
aggregate  principal amount of its senior debt securities (the "Senior Notes").
The Senior  Notes  mature on March 15,  2007,  and bear  interest  at 12.5% per
annum, payable semi-annually on March 15 and September 15. The Senior Notes are
redeemable at the option of the Company, in whole or in part, at any time after
March 15, 2002, with an initial  redemption price of 106.25%  declining through
maturity, plus accrued and unpaid interest to the redemption date.

     The Senior Notes are  unconditionally  guaranteed,  on an unsecured senior
basis, as to the payment of principal,  premium, if any, and interest,  jointly
and severally (the "Guarantees"), by all Restricted Subsidiaries of the Company
(as defined in the  indenture  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, LLC. Each Guarantee is effectively  subordinated  to
all secured indebtedness of such Guarantor. The Senior Notes are general senior
unsecured  obligations of the Company  ranking equally in right of payment with
all other existing and future senior  indebtedness of the Company and senior in
right of payment to any subordinated indebtedness of the Company.

     The Senior Notes are  effectively  subordinated in right of payment to all
secured indebtedness of the Company and the Guarantors,  including indebtedness
under  the  Senior  Credit  Facility.   In  addition,   the  Senior  Notes  are
structurally  subordinated to any  indebtedness  of the Company's  subsidiaries
that are not Guarantors.  The Indenture  contains  covenants for the benefit of
the holders of the Senior Notes that, among other things,  restrict the ability
of the  Company  and any  Restricted  Subsidiaries  to:  (i)  incur  additional
indebtedness;  (ii) pay  dividends  and make other  distributions;  (iii) issue
stock of subsidiaries;  (iv) make certain  investments;  (v) repurchase  stock;
(vi) create other 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, LLC, Booth Creek's only
non-guarantor  subsidiary,  are  inconsequential and the membership interest in
DRE,  LLC  is  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.

     In December 2000, the Company  repurchased  $4,000,000 in principal amount
of Senior Notes for $2,880,000. After giving effect to the write-off of related
deferred  financing costs of $144,000,  the Company recognized an extraordinary
gain of  approximately  $976,000  for the early  retirement  of debt during the
three months ended January 26, 2001.

     In February  2001,  the Company  repurchased  an additional  $4,000,000 in
principal  amount of Senior Notes for  $3,110,000.  After giving  effect to the
write-off of related deferred financing costs, the Company expects to recognize
an  extraordinary  gain of  approximately  $750,000 for the early retirement of
debt during the fiscal quarter ending April 27, 2001.

     During the three months ended January 26, 2001,  the Company  entered into
long-term debt and capital lease obligations of approximately  $2.9 million for
the purchase of equipment.
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

6.   Income Taxes

     Due to the  Company's  lack of  profitable  history,  the tax  benefits of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax  provision  or benefit is expected  for the year  ending  November 2, 2001.
Accordingly,  during the three  months ended  January 26,  2001,  no income tax
provision has been provided.

7.   Business Segments

     The Company currently operates in two business segments, resort operations
and real estate and other. Data by segment is as follows:

                                           Three Months Ended
                                        ------------------------
                                        January 26,   January 28,
                                           2001          2000
                                        ----------    ----------
                                             (In thousands)
   Revenue:
    Resort operations.................  $   48,963    $   43,869
    Real estate and other.............           -           845
                                        ----------    ----------
                                        $   48,963    $   44,714
                                        ==========    ==========

   Operating income:
    Resort operations.................  $    7,652    $    5,581
    Real estate and other.............        (142)          512
                                        ----------    ----------
                                        $    7,510    $    6,093
                                        ==========    ==========


                                        January 26,   October 27,
                                           2001          2000
                                        ----------    ----------
                                             (In thousands)
   Segment assets:
    Resort operations.................  $  182,742    $  180,984
    Real estate and other.............      11,027        10,819
    Corporate and other
     nonidentifiable assets...........      10,765         7,260
                                        ----------    ----------
                                        $  204,534    $  199,063
                                        ==========    ==========

     A reconciliation  of combined  operating income for resort  operations and
real estate and other to  consolidated  income before  minority  interest is as
follows:

                                           Three Months Ended
                                        ------------------------
                                        January 26,   January 28,
                                           2001          2000
                                        ----------    ----------
                                             (In thousands)

   Operating income for reportable
   segments...........................  $    7,510    $    6,093
   Interest expense...................      (4,396)       (4,825)
   Amortization of deferred financing
   costs..............................        (247)         (235)
   Other income.......................          56            12
                                        ----------    ----------
   Income before minority interest....  $    2,923    $    1,045
                                        ==========    ==========
<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
consolidated  financial statements and related notes thereto included elsewhere
in this Report.  The  following  discussion  contains  certain  forward-looking
statements that involve risks and  uncertainties.  The Company's actual results
could differ materially from those discussed  herein.  Factors that could cause
or contribute to the differences are discussed in "Forward-Looking  Statements"
and elsewhere in this Report.

General

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

     The  Company's  four  most   weather-sensitive   resorts,  Bear  Mountain,
Waterville  Valley,  Loon Mountain and Mt.  Cranmore,  have invested heavily in
snowmaking  capabilities  to provide  coverage on virtually all of their trails
and  have  been  open  for  skiing  at  least  123,  138,  142  and  101  days,
respectively,  during each of the last five ski seasons,  including the 1999/00
ski season.  However, the efficiency and effectiveness of snowmaking operations
can  be  negatively  impacted  by  numerous  factors,   including   temperature
variability,  reliability of water sources, the availability of adequate energy
supplies and unfavorable weather events such as heavy rains.

     Northstar,  Sierra  and the Summit  generally  experience  higher  natural
snowfall levels,  averaging  approximately 326, 514 and 500 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 Bear  Mountain,  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.

     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 1999/00 ski season total skier days were  attributable  to residents
of the San  Francisco,  Sacramento,  Central  California  Valley and Lake Tahoe
regions. At Bear Mountain,  more than 90% of the 1999/00 ski season total skier
days were  attributable to residents of the Los Angeles,  Orange County and San
Diego  metropolitan  regions.  At  Waterville  Valley,  Loon  Mountain  and Mt.
Cranmore,  more  than 75% of the  1999/00  ski  season  total  skier  days were
attributable  to residents of  Massachusetts  and New  Hampshire,  with a large
percentage of such visitors  coming from the Boston  metropolitan  area. At the
Summit,  the  Company  estimates  that more than 90% of the  1999/00 ski season
total  skier  days  were  attributable  to  residents  of  the   Seattle/Tacoma
metropolitan region.

     In addition to revenue  generated  from skiing  operations,  the Company's
resorts  generate  significant  revenue  from  non-ski  operations,   including
lodging,  conference  center  services,  health  and  tennis  clubs and  summer
activities such as mountain biking rentals and golf course fees. Moreover,  the
Company  generates  revenues  from real estate and timber  sales at  Northstar,
although the amount and timing of these revenues vary considerably.

     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.  The  Company's  resorts  utilize
significant  energy resources in their respective  operations,  including power
for operating lifts and snowmaking  facilities.  Volatility in the availability
and cost of energy  resources at the  Company's  resorts  could have an adverse
effect on the  Company's  results of  operations  in future  periods.  With the
<PAGE>

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 redirect or lay-off  employees
when skier volumes or seasonal needs dictate.

Results of Operations of the Company

     Overview

     The Company's results of operations are significantly  impacted by weather
conditions.  For the  1999/00  ski  season,  Northstar  and Sierra  experienced
unseasonably  dry  weather  and a lack of  natural  snowfall  during  November,
December and the first part of January,  which  significantly  impacted terrain
availability at the resorts during such period. Although snowfall levels during
the first half of the  2000/01 ski season in the Lake Tahoe area have been less
than historical  averages,  both Northstar and Sierra  benefited from generally
improved trail coverage and conditions during the 2000 Christmas holiday period
and early January  2001. In addition,  Sierra opened early on November 3, 2000,
as compared to November 24th for the 1999/00 ski season. Bear Mountain suffered
from a lack of  natural  snowfall  during  the first  half of the  1999/00  ski
season. For the 2000/01 ski season,  snowfall levels at Bear Mountain have been
more  consistent  with  historical  levels,  and  snowmaking   conditions  were
generally  more  favorable  than the first half of the 1999/00 ski season.  The
Company's New Hampshire resorts experienced variable temperatures and a lack of
significant  natural  snowfall through the middle of January of the 1999/00 ski
season.  For  the  2000/01  ski  season,  temperatures  in the  Northeast  have
generally  been colder than last year,  which has  enabled  greater  snowmaking
production  at the  Company's  New  Hampshire  resorts.  In  addition,  natural
snowfall through January 2001 at each of the New Hampshire  resorts was up from
the comparable period in the prior year.  Conditions at the Summit for December
2000 were generally improved over the comparable period in the prior season, as
the resort  received  significant  amounts of rain in December  1999.  However,
conditions at the Summit in January 2001 were relatively poor due to lower than
average snowfall,  as compared to favorable operating  conditions at the Summit
in January 2000.

     The Company sold the assets  associated  with the Grand Targhee  resort on
June  20,  2000.  Grand  Targhee  contributed  resort  operations  revenues  of
$3,225,000  and income  from  operations  before  depreciation,  depletion  and
amortization  expense and the noncash cost of real estate sales  ("EBITDA")  of
$924,000 for the three months ended January 28, 2000.

     Three  Months  Ended  January 26, 2001  Compared to the Three Months Ended
January 28, 2000

     Total revenue for the three months ended January 26, 2001 was $48,963,000,
an increase of  $4,249,000,  or 10%, over the Company's  revenues for the three
months ended  January 28, 2000.  Revenues from resort  operations  for the 2001
period were $48,963,000,  an increase of $5,094,000, or 12%, as compared to the
2000 period.  Revenues from real estate  operations  for the three months ended
January 28, 2000 were $845,000,  which were due to the close of escrow on three
lots  within  Phases  4 and  4A of  the  Big  Springs  development  located  at
Northstar.  There  were no  revenues  generated  by the real  estate  and other
segment for the three months ended January 26, 2001.
<PAGE>

   The following table summarizes the sources of the Company's  revenues from
resort  operations  for the three months  ended  January 26, 2001 and January
28, 2000:

                                   Three Months Ended
                                 ---------------------              Percentage
                                  January      January   Increase    Increase
                                 26, 2001     28, 2000  (Decrease)  (Decrease)
                                 --------     --------   --------    --------
                                     (In thousands)

Lift Tickets.................... $ 21,560     $ 16,476   $  5,084          31%
Season Passes...................    5,621        4,997        624          12
Snow School.....................    3,799        2,894        905          31
Equipment Rental................    4,276        3,122      1,154          37
Retail..........................    2,198        2,033        165           8
Food and Beverage...............    6,865        5,737      1,128          20
Other...........................    3,690        3,610         80           2
                                 --------     --------   --------    --------
Revenues from Resort
  Operations before Paid
  Skier Visit Insurance.........   48,009       38,869      9,140          24

Paid Skier Visit Insurance......      954        5,000     (4,046)        (81)
                                 --------     --------   --------    --------
Total Resort Operations Revenues $ 48,963     $ 43,869   $  5,094          12%
                                 ========     ========   ========    ========

     Total skier  visits  generated  by each of the  Company's  resorts for the
three months ended January 26, 2001 and January 28, 2000 were as follows:

                                   Three Months Ended
                                 ---------------------              Percentage
                                  January      January   Increase    Increase
                                 26, 2001     28, 2000  (Decrease)  (Decrease)
                                 --------     --------   --------    --------
                                     (In thousands)


Northstar........................     214          161         53          33%
Sierra...........................     171           88         83          94
Bear Mountain....................     153           93         60          65
Waterville Valley................      98           75         23          31
Mt. Cranmore.....................      48           30         18          60
Loon Mountain....................     134          110         24          22
The Summit.......................     244          239          5           2
Grand Targhee....................       -           58        (58)       (100)
                                 --------     --------   --------    --------
                                    1,062          854        208          24%
                                 ========     ========   ========    ========

     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 have a deductible for the initial  decline
from targeted paid skier visit and revenue levels and stated  maximum  coverage
levels.  In addition,  the policies  require the insured to experience  monthly
and/or annual snowfall  amounts below certain agreed upon levels before a claim
can be  filed  for  the  decline  in paid  skier  visits.  In the  accompanying
consolidated  financial statements as of and for the three months ended January
26, 2001, the Company has recorded a receivable and resort  operating  revenues
of  $700,000  for  expected  claims  attributable  to  lower  than  agreed-upon
cumulative  paid skier visits and snowfall levels for the month of January 2001
on the Summit and Waterville  Valley  policies.  This estimate  assumes certain
levels of paid skier  visits  are  achieved  for the  Company's  second  fiscal
quarter  ending April 27, 2001.  In the event that actual paid skier visits for
the Company's  second fiscal  quarter of 2001 differ from assumed  levels,  the
eventual claim under the paid skier visit insurance policies could be higher or
lower than the $700,000 estimated claim as of January 26, 2001.

     For the 1999/00 ski season,  the Company  arranged for four  separate paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
<PAGE>

Sierra),  its New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain),  Bear Mountain and the Summit.  Resort  operations  revenues for the
three months  ended  January 28, 2000  included  estimated  claims  revenues of
$5,000,000.  For the three months ended  January 26,  2001,  resort  operations
revenues  included $254,000 for additional claim recoveries to be received upon
the final  settlement  of the 1999/00  paid skier visit  insurance  policies in
excess of the amounts  recognized in fiscal 2000 of $6,600,000.  At January 26,
2001,   insurance   proceeds   receivable   included  $400,000  in  outstanding
receivables  due under the 1999/00 paid skier visit insurance  policies,  which
was fully collected in February 2001.

     Resort  operating  revenues,  excluding  the  effect of paid  skier  visit
insurance,  were  $48,009,000  for the three months ended  January 26, 2001, an
increase of  $9,140,000,  or 24%, from the 2000 period.  Revenues for Northstar
and Sierra increased by $3,639,000 and $3,517,000,  respectively, primarily due
to higher skier visits.  Revenues for Bear Mountain increased by $2,779,000 due
to higher  skier  visits,  additional  season pass sales and improved per skier
revenue yields.  Revenues for Waterville Valley, Mt. Cranmore and Loon Mountain
increased by $737,000, $651,000 and $657,000,  respectively, due principally to
higher skier visits, partially offset by slightly reduced yields due to changes
in the mix of skier visits. Revenues at the Summit increased by $385,000 due to
higher  season  pass sales and a slight  increase in skier  visits.  Offsetting
these  increases was the effect of the divestiture of the Grand Targhee resort,
which contributed revenues of $3,225,000 for the 2000 period.

     Cost of sales for resort operations for the three months ended January 26,
2001 were  $28,173,000,  an increase of  $2,028,000,  or 8%, as compared to the
2000  period.  The  increase  was the  result  of the  combined  effect  of the
following items: 1) increased payroll and operating expenses as a result of the
increase in business  volumes at the California and New Hampshire  resorts,  2)
the effect of wage pressures due to the tight labor markets in the areas of the
Company's  resorts and  statutory  changes  affecting  wage rates and  overtime
regulations in California,  3) the effect of higher utility and fuel prices, 4)
additional  operating  costs  associated  with the  launch  of the new  Lookout
Mountain terrain expansion at Northstar,  5) increased  snowmaking costs due to
higher snowmaking  production,  and 6) normal inflationary factors.  Offsetting
these  increases is the effect of the  divestiture of the Grand Targhee resort,
which incurred approximately $2,000,000 in cost of sales in the 2000 period.

     Selling,  general and  administrative  expenses for the three months ended
January  26,  2001  were   $7,398,000,   including   $142,000  in  general  and
administrative costs associated with the real estate segment.  Selling, general
and administrative  expenses for the 2001 period increased by $748,000, or 11%,
as compared to the 2000 period.  The increase was primarily the result of sales
and marketing  initiatives at the Company's resorts,  marketing and promotional
activities associated with the launch of the Lookout Mountain terrain expansion
at Northstar and normal inflationary factors.

     Cost of sales for real estate and timber  operations  for the three months
ended  January 28, 2000 was  $333,000,  including  noncash  cost of real estate
sales of  $331,000,  as a result of the close of  escrow on three  lots  within
Phases 4 and 4A of the Big Springs development located at Northstar. There were
no real estate sales during the three months ended January 26, 2001.

     Operating  income  for  the  three  months  ended  January  26,  2001  was
$7,510,000,  an increase of $1,417,000 over operating  income generated for the
2000 period, as a result of the factors discussed above.

     Interest  expense for the three  months  ended  January  26, 2001  totaled
$4,396,000,  a decrease of $429,000 from the Company's interest expense for the
three months ended January 28, 2000. The decrease was primarily the result of a
decrease in borrowing  levels under the Company's Senior Credit Facility in the
2001 period, as well as the effect of the repurchase of $4,000,000 in principal
amount of Senior Notes in December 2000.

     Due to the  Company's  lack of  profitable  history,  the tax  benefits of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax  provision  or benefit is expected  for the year  ending  November 2, 2001.
Accordingly,  during the three  months ended  January 26,  2001,  no income tax
provision has been provided.

     The Company  recognized an  extraordinary  gain on the early retirement of
debt of $976,000 for the three months ended January 26, 2001.

     The  Company's  net income for the three months ended January 26, 2001 was
$3,863,000,  an  improvement  of  $2,865,000  from the net  income of  $998,000
generated  for the three  months  ended  January 28,  2000,  as a result of the
factors discussed above.
<PAGE>

     Total EBITDA for the three months ended January 26, 2001 was  $13,392,000,
an increase of $1,475,000, or 12%, over the EBITDA of $11,917,000 for the three
months  ended  January  28,  2000.  Resort  operations  contributed  EBITDA  of
$13,534,000 for the 2001 period as compared to $11,074,000 for the 2000 period,
an increase of  $2,460,000  or 22%.  Excluding  the effect of the Grand Targhee
resort  on the 2000  period,  resort  operations  EBITDA  for the  2001  period
increased by  $3,384,000,  or 33%, over the 2000 period.  Real estate and other
operations  incurred an EBITDA loss of $142,000 for the 2001 period as compared
to EBITDA  generated  from real  estate  activities  of  $843,000  for the 2000
period.


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 and cash equivalents, cash flow
from operations and borrowings under the Senior Credit Facility.  Virtually all
of the  Company's  operating  income is  generated  by its  subsidiaries.  As a
result,  the  Company  is  dependent  on the  earnings  and cash  flow of,  and
dividends and  distributions  or advances from, its subsidiaries to provide the
funds  necessary  to meet its  debt  service  obligations.  The  Senior  Credit
Facility,  as currently amended,  provides for borrowing  availability of up to
$25 million during the term of such facility, which expires March 31, 2002. The
Senior Credit Facility requires that the Company not have borrowings thereunder
in excess of $8  million,  in  addition to certain  amounts  maintained  by the
Company in certain  depository  accounts with Fleet National Bank, for a period
of 60 consecutive days each year commencing between February 1 and February 28.
The Company intends to use borrowings  under the Senior Credit Facility to meet
seasonal  fluctuations in working capital  requirements,  primarily  related to
off-season  operations  and  maintenance  activities  during  the months of May
through November,  to fund capital expenditures for lifts, trail work, grooming
equipment and other  on-mountain  equipment and  facilities and to build retail
and other  inventories  prior to the start of the  skiing  season and for other
cash requirements. As of January 26, 2001, there were no outstanding borrowings
under the Senior Credit Facility.

     The  Company  had a net  working  capital  deficit of $21.0  million as of
January 26, 2001 (excluding $11.7 million of unearned revenue and deposits from
resort  operations  for  deferred  season pass and loyalty  membership  product
sales,  lodging  deposits,  prepaid ticket  vouchers and other advance  product
sales, which will not require cash spending to settle such liabilities),  which
will negatively affect liquidity during the remainder of 2001.

     The Company generated cash from operating  activities of $18.5 million for
the three  months ended  January 26, 2001 as compared to $18.4  million for the
three months ended January 28, 2000.

     Cash used in  investing  activities  totaled $4.9 million and $5.3 million
for the three months ended January 26, 2001 and January 28, 2000, respectively.
The  results  for  the  2001  and  2000  periods   primarily   reflect  capital
expenditures for the purchase of property and equipment.

     Cash used in financing  activities totaled $10.1 million and $11.8 million
for the three months ended January 26, 2001 and January 28, 2000, respectively.
The results for the 2001 and 2000 periods primarily  reflect  repayments on the
Senior Credit Facility and long-term debt.

     The Company's  capital  expenditures for property and equipment during the
three months ended January 26, 2001 were  approximately $7.3 million (including
$2.9 million of equipment acquired through capital lease arrangements and other
debt).  Management  anticipates that maintenance  capital  expenditures for its
fiscal  2001 and 2002  capital  programs  will range from $5.0  million to $6.0
million  per year.  Expenditures  for resort  expansion  project  planning  and
approvals, primarily at Northstar and Loon Mountain, are expected to range from
$1.5  million  to $2.0  million  in  fiscal  2001.  The  Company  is  currently
finalizing its plans for expansion  capital projects for fiscal 2001, which are
currently  contemplated  to include the following  projects at  Northstar:  (a)
snowmaking  system  improvements,  (b)  expanded  rental  equipment  and  skier
services  facilities,  (c)  completion  of  additional  infrastructure  for the
Lookout Mountain expansion  terrain,  and (d) the first phase of an on-mountain
restaurant  facility.   Depending  upon  the  timing  of  certain  construction
projects,  expenditures  for  real  estate  held for  development  and sale are
anticipated  to range from $1.5  million to $3.5  million in fiscal  2001.  The
Company  plans to fund these capital  expenditures  from  available  cash flow,
<PAGE>

vendor  financing to the extent  permitted under the Senior Credit Facility and
the Indenture for the Company's  Senior Notes and  borrowings  under the Senior
Credit  Facility.  There were no  significant  commitments  for future  capital
expenditures at January 26, 2001.

     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.

     In December 2000, the Company  repurchased  $4,000,000 in principal amount
of its  outstanding  12  1/2%  Senior  Notes  due  2007  ("Senior  Notes")  for
$2,880,000.  After giving effect to the write-off of related deferred financing
costs of $144,000, the Company has recognized an extraordinary gain of $976,000
for the early  retirement  of debt during the three  months  ended  January 26,
2001.

     In February  2001,  the Company  repurchased  an additional  $4,000,000 in
principal  amount of Senior Notes for  $3,110,000.  After giving  effect to the
write-off of related deferred financing costs, the Company expects to recognize
an  extraordinary  gain of  approximately  $750,000 for the early retirement of
debt during the fiscal quarter ending April 27, 2001.

     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 Notes
at 101% of the principal amount thereof, plus accrued and unpaid interest.  The
occurrence  of a Change of  Control  may also  constitute  a default  under the
Senior  Credit  Facility.  No assurance  can be given that the Company would be
able to finance a Change of Control repurchase offer.

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

     The Company  currently has $125.5 million  aggregate  principal  amount of
Senior  Notes   outstanding,   which  will  result  in  annual  cash   interest
requirements of approximately $15.7 million.  The Company expects that existing
cash and cash equivalents,  cash generated from operations and cash proceeds of
planned real estate sales at Northstar,  together with borrowing  availability,
will be adequate to fund the interest  requirements on the Senior Notes and the
Company's  other cash  operating  and debt service  requirements  over the next
twelve  months.  In  order to  focus  the  Company's  resources  on  attractive
investment  opportunities  at certain of its resorts and to satisfy  short-term
<PAGE>

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.

Seasonality

     The business of the Company is highly seasonal,  with the vast majority of
its annual revenues expected to be generated between November and April of each
fiscal year.  Management  considers it essential to achieve  optimal  operating
results  during key  holidays and weekends  during this period.  The  Company's
results of  operations  are,  in turn,  significantly  dependent  on  favorable
weather conditions and other factors beyond the Company's control.  The Company
has sought to partially  mitigate the downside risk of its seasonal business by
purchasing paid skier visit insurance policies. For the 2000/01 ski season, the
Company  purchased  paid  skier  visit  policies  covering  its Bear  Mountain,
Waterville Valley,  Summit and Loon Mountain resorts.  However,  these policies
would not fully protect these resorts against poor weather  conditions or other
factors that could adversely affect their operations.  In addition, the 2000/01
ski season policies are less favorable than the skier visit insurance  policies
in place for the 1999/00 ski season.  The Company did not obtain  coverage  for
the Northstar,  Sierra and Mt.  Cranmore  resorts for the 2000/01 ski season as
effective policies were not available on commercially viable terms.

     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  or  controlled  by  easements.  The  Company  has the  right  to use a
substantial  portion of the real property  associated  with the Bear  Mountain,
Sierra,  Summit and  Waterville  Valley resorts under the terms of Term Special
Use Permits  issued by the United  States  Forest  Service.  The Bear  Mountain
permit  expires in 2020,  the Sierra  permit  expires in 2039,  the  Waterville
Valley permit expires in 2034 and the Summit permit expires in 2032.

     A  substantial  portion  of the  real  property  associated  with the Loon
Mountain resort is likewise used under United States Forest Service permits. In
1993,  the United  States Forest  Service  authorized  various lift,  trail and
snowmaking  improvements on Loon Mountain and an expansion onto South Mountain.
In 1996,  the United  States Court of Appeals for the First Circuit (the "First
Circuit")  overturned this  authorization  on the ground that the United States
Forest  Service had failed to properly  address  certain  environmental  issues
under the National  Environmental  Policy Act ("NEPA").  Certain  improvements,
including a snowmaking pipeline and part of the expansion, had been constructed
before the First Circuit  ruled.  On May 5, 1997,  the United  States  District
Court for the  District  of New  Hampshire  (the  "District  Court")  entered a
stipulated order which authorized existing  improvements to remain in place and
existing operations to continue but generally  prohibited future  construction,
restricted use of a major snowmaking  water source,  and required certain water
discharge  permits  to  be  pursued,   pending  United  States  Forest  Service
reconsideration   of  the  projects  under  NEPA.  These   authorizations   and
limitations were incorporated into the final order issued by the District Court
on December 11, 1998,  and will remain in effect until the United States Forest
Service  completes its NEPA review and issues a new  decision.  On February 12,
1999,  the District  Court  agreed that the United  States  Forest  Service may
combine  this NEPA  review with its  evaluation  and  analysis of the  existing
snowmaking  pipeline.  Based on  discussions  with  the  United  States  Forest
Service,  the  Company  expects  final NEPA  documentation  to be issued in the
Spring of 2001.
<PAGE>

     In August 1997,  the United  States  Forest  Service  authorized  the Loon
Mountain resort to construct a new snowmaking  pipeline across  permitted land.
The United States Forest  Service found that such  construction  was consistent
with the District  Court order and enabled the resort to modify its  snowmaking
operations to better protect water  resources and replace  snowmaking  capacity
lost  under  the  order.  Although  the  pipeline  was  completed,  its use was
challenged  by private  parties  who  asserted  that the United  States  Forest
Service  violated  NEPA.  On January 20,  1998,  the  District  Court  issued a
decision finding that the United States Forest Service violated NEPA in failing
to address the  potential  for the new  pipeline to increase the amount of snow
made and any associated  environmental effects. On March 10, 1998, the District
Court issued a series of further orders which, among other things, directed the
United  States  Forest  Service to  re-evaluate  the pipeline and enjoined Loon
Mountain from using the pipeline  pending  further action by the court. On July
2, 1998, the United States Forest  Service issued a new decision  approving the
pipeline,  which was challenged by several private parties,  who again asserted
that it violated NEPA. The United States Forest Service  subsequently  withdrew
its  decision  authorizing  the  pipeline  to  conduct  further  review and the
District Court consolidated the lawsuits  concerning the pipeline.  On November
19, 1998, the District Court modified the injunction, allowing Loon Mountain to
use the pipeline to withdraw and convert 159.7 million gallons of water per ski
season into snow while the United States Forest  Service  further  reviewed the
pipeline  under NEPA. On February 12, 1999,  the District  Court issued a final
order,  which  dismissed the  consolidated  lawsuit  concerning the pipeline in
light of the United States Forest Service's  decision to conduct further review
of the pipeline,  and  specified  that the  limitation  on pipeline  usage will
continue  until that review is  completed  and a new  decision is issued.  Such
order remains in effect until the additional  NEPA  documentation  is completed
and the United  States  Forest  Service  issues a new decision on the pipeline,
which is currently expected to occur in the Spring of 2001.

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

     The United  States  Forest  Service has the right to approve the location,
design and  construction of  improvements in permit areas and many  operational
matters at resorts  with  permits.  Under the Term  Special  Use  Permits,  the
Company is required to pay fees to the United States Forest  Service.  The fees
range  from  1.5% to  approximately  4.0% of  certain  revenues,  with the rate
generally  rising with increased  revenues.  The  calculation of gross revenues
includes, among other things, revenue from lift ticket, ski school lesson, food
and beverage, rental equipment and retail merchandise sales. Total fees paid to
the United States Forest  Service by the Company  during the year ended October
27, 2000 were $1,166,000.

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

     The Company's resorts are subject to a wide variety of federal,  state and
local laws and regulations  relating to land use, water  resources,  discharge,
storage,  treatment and disposal of various  materials and other  environmental
matters.  Except as described in this  section,  management  believes  that the
Company's   resorts  are  presently  in  compliance   with  all  land  use  and
environmental laws, except where  non-compliance is not expected to result in a
material adverse effect on its financial  condition.  The Company also believes
that the cost of  complying  with known  requirements,  as well as  anticipated
investigation  and  remediation  activities,  will not have a material  adverse
<PAGE>

effect on its financial  condition or future  results of  operations.  However,
failure  to comply  with such laws  could  result in the  imposition  of severe
penalties and other costs or restrictions on operations by government  agencies
or courts that could materially adversely affect operations.

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

     Bear Mountain  operates in an area subject to an air  emissions  reduction
program  and  regulated  by the South  Coast Air  Quality  Management  District
("SCAQMD") in California.  For the past several years, the Company  anticipated
that Bear Mountain  would  eventually be required to participate in an emission
credit  program  whereby  Bear  Mountain  would be  permitted  to  operate  its
diesel-fueled  snowmaking  compressor  engines if it acquired "banked" emission
credits from SCAQMD-regulated facilities which had already implemented nitrogen
oxide emission reduction programs.  However, the Company has been notified that
SCAQMD will not allow Bear  Mountain to  participate  in the  emission  credits
program and, further, that Bear Mountain's  applications to operate the engines
were denied  because they were not equipped  with the "Best  Available  Control
Technology,"  thus  violating  SCAQMD  rules.  Bear  Mountain  intends  to seek
compliance as quickly as feasible by either replacing the engines with electric
compressors  and  taking  all  steps  necessary  to  acquire  or  generate  the
electrical power therefor,  or modifying or replacing the compressor engines to
be otherwise compliant (the "Alternatives").  However, management believes that
it will take at least two seasons to achieve full compliance,  and depending on
the  Alternative  selected  and the  manner  in  which it is  implemented,  the
resolution of this matter may require  material  capital  expenditures  for new
equipment. Recognizing the importance of the current compressor engines to Bear
Mountain's  operations,  SCAQMD and Bear Mountain agreed to a Stipulated  Order
for  Abatement  whereby  Bear  Mountain  is  subject  to  certain  requirements
including  investigating  and  implementing  the  Alternatives  according  to a
particular  timeline  through  2002,  record  keeping and  reporting to SCAQMD,
payment of certain usage fees,  and  particular  interim  operational  dictates
concerning  the engines.  No  assurance  can be made  regarding  the outcome or
timing of resolution of this matter.

     Bear Mountain has a water supply  contract for 500 acre-feet per year with
Big Bear  Municipal  Water  District  executed  January  8, 1988,  the  initial
fifteen-year term of which expires on January 7, 2003. Big Bear Municipal Water
District's  primary  source of water is from a portion of the water in Big Bear
Lake shared with Bear Valley  Mutual  Water  Company,  the senior  water rights
holder.  The water supply contract  provides for water primarily for snowmaking
and slope  irrigation  purposes.  The  obligation of Big Bear  Municipal  Water
District to supply  water is excused only if the level of Big Bear Lake recedes
below 6,735.2 feet above sea level or eight feet below the top of Big Bear Lake
Dam  premised on normal  conditions  prevailing  and the  absence of  droughts,
earthquakes,  dam failure or other types of similar  calamities that impact the
ability  to obtain or supply  water.  In the past,  Bear  Valley  Mutual  Water
Company pursued numerous legal claims against Big Bear Municipal Water District
including  a claim  that its  rights  in the lake are not  subject  to Big Bear
Municipal Water  District's  obligation to supply water to Bear Mountain.  Bear
Valley Mutual Water Company  withdrew such claim and water was provided to Bear
Mountain on an uncontested basis while Bear Valley Mutual Water Company and Big
Bear  Municipal  Water District  successfully  settled their  differences.  The
Company  believes that Bear Valley will not further pursue its claim  regarding
Bear Mountain's water supply,  however,  no assurance can be made regarding the
outcome of this matter.

     Pursuant to the previously described decision of the First Circuit and the
order of the District Court,  Loon Mountain applied for and was issued,  by the
Environmental  Protection  Agency  ("EPA"),  a  Clean  Water  Act  (the  "CWA")
discharge permit covering discharges associated with its snowmaking operations.
<PAGE>

Certain  ongoing  discharges are authorized by the District Court order pending
final action on the permit and subject to the District  Court's  reserved power
to modify such approval to address any resulting environmental issues.

     Certain regulatory  approvals  associated with the new snowmaking pipeline
at Loon Mountain,  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  six and
one-half years, and such construction will require further regulatory approvals
and  environmental  documentation  under NEPA. No assurances  can be given that
such  regulatory  approvals  will be obtained or that the Company will have the
financial resources to complete such construction.

     In addition,  Loon  Mountain  was  notified in September  1997 that it had
allegedly  filled  certain  wetlands at the resort in  violation of the CWA. In
response,  Loon  Mountain  worked with the EPA to remove the  alleged  fill and
implement certain erosion control measures.  On January 15, 1998, an individual
notified the EPA, Loon Mountain,  and certain other persons that he intended to
initiate a lawsuit under the CWA regarding the alleged  wetland  violation.  On
February 2, 1998,  the EPA wrote to such  individual  stating  that the alleged
fill had been  removed and that the EPA does not believe  there is a continuing
violation at the site. On January 18, 2000, in papers filed in connection  with
the  District  Court's   modification  of  the  final  order  in  the  pipeline
litigation, the same individual again alleged that Loon Mountain had previously
filled wetlands in violation of the CWA. The same individual has orally advised
the Company that he still intends to initiate a lawsuit under the CWA regarding
the alleged wetland fill.

     Except  for  certain  permitting  and  environmental   compliance  matters
relating to the Loon Mountain and Bear Mountain resorts  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.

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.  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,
o    Regional and national economic conditions,
o    Weather conditions,
o    Natural disasters (such as earthquakes and floods),
o    Availability and terms of paid skier visit insurance coverage,
o    Industry competition,
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, and
<PAGE>

o    The  occupancy  of leased  property and  property  used  pursuant to the
        United States Forest Service permits


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in information relating to market risk
since the Company's  disclosure  in Item 7a. of the Company's  Annual Report on
Form 10-K for the year ended October 27, 2000 as filed with the  Securities and
Exchange Commission.
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

     The LMRC Shareholder  Plaintiffs'  breach of fiduciary duty action against
LMRC,  Parent and its former  directors  remains pending and discovery is being
conducted.  The Company's  Motion for Summary Judgment was denied by the court.
The  matter  has been  consolidated  for trial  with the  Corporation  Act case
described  below,  but a trial date has not yet been set. The LMRC  Shareholder
Plaintiffs were given leave by the court to amend their complaint to seek money
damages  against  the  Company,  LMRC  and its  former  directors.  If the LMRC
Shareholder  Plaintiffs  are  successful  in  obtaining a judgment  against the
former LMRC  directors,  the Company may have certain  obligations to indemnify
the former  directors  pursuant to the former LMRC  by-laws.  While the Company
does not believe LMRC Shareholder  Plaintiffs will prevail in this lawsuit,  no
assurances can be made regarding the outcome of this litigation.

     Also in  connection  with the  merger  with  LMRC,  the  LMRC  Shareholder
Plaintiffs  exercised  dissenters'  rights  under  the New  Hampshire  Business
Corporation  Act (the  "Corporation  Act").  Under the statutory  procedure for
settling the LMRC Shareholder  Plaintiffs'  dissenters'  rights,  LMRC paid the
plaintiffs an aggregate of $34,436, or $30.61 per share, as its estimate of the
fair value of their 1,125  shares.  The LMRC  Shareholder  Plaintiffs  demanded
additional  payments  necessary  to  compensate  them for the  $71.38 per share
price, plus interest, which they asserted as the fair value of their shares. By
disclosure  dated March 17, 2000 the LMRC  Shareholder  Plaintiffs'  expert has
revised  his  opinion  of fair  value to  $91.90  per  share.  Pursuant  to the
Corporation  Act, LMRC  commenced a proceeding in the Superior Court of Grafton
County,  New  Hampshire  seeking a judicial  appraisal of the value of the LMRC
Shareholder  Plaintiffs'  shares in LMRC.  Discovery in the case is pending and
the  matter  has been  consolidated  for  trial  with the  fiduciary  duty case
described  above,  but a trial  date has not yet been set.  While  the  Company
believes that the amount paid to the LMRC  Shareholder  Plaintiffs prior to the
commencement  of the appraisal  proceeding  represents  the fair value of their
shares,  there  can  be no  assurance  as to  the  value  which  the  appraisal
proceeding will assign to the LMRC Shareholder Plaintiffs' 1,125 shares.

     In 1995, an individual  sued the United States Forest Service (the "Forest
Service") in the United States District Court for the District of New Hampshire
(the  "District  Court")  alleging  that the Forest  Service had  violated  the
<PAGE>

National Environmental Policy Act ("NEPA"), the Clean Water Act ("CWA"), and an
executive order in approving improvements to facilities on Loon Mountain and an
expansion  of the  Loon  Mountain  resort  on to  South  Mountain.  LMRC and an
environmental  group  intervened  in the lawsuit.  The District  Court  entered
summary  judgment  for the  Forest  Service  on all  claims  and  the  original
plaintiff,  along with the intervening  environmental  group,  (collectively or
individually,  the "Environmental  Plaintiffs") appealed. In December 1996, the
United  States  Court of Appeals for the First  Circuit  (the "First  Circuit")
reversed the  District  Court  decision and ruled that the Forest  Service must
reconsider certain  environmental issues under NEPA and that LMRC must obtain a
discharge  permit  under the CWA for  certain  discharges  from its  snowmaking
system.  The District Court then entered a stipulated order that:  enjoins LMRC
from any further  construction  implementing  the project with certain  limited
exceptions;   imposes  various   restrictions  on  LMRC's  existing  snowmaking
operations and requires LMRC to apply for a CWA discharge permit for discharges
of water and any pollutants  associated  with its  snowmaking;  allows existing
construction to remain in place and existing uses to continue; requires LMRC to
undertake certain erosion control and monitoring measures;  requires the Forest
Service to prepare  supplemental  NEPA  documentation  on the  improvements and
expansion;  and reserves the right to require  restoration  of areas  developed
under the original Forest Service  approval to their  preexisting  condition if
not ultimately  re-approved by the Forest Service. This order remains in effect
until the supplemental NEPA process is completed. Based on discussions with the
Forest Service,  the Company expects final NEPA  documentation  to be issued in
the Spring of 2001.  The Company can give no assurance  regarding the timing or
outcome of such process.

     The Environmental Plaintiffs also filed a motion asking the District Court
to impose against LMRC a CWA civil penalty of $5,550,125  and  attorney's  fees
and costs in  connection  with  LMRC's  discharges  into Loon Pond  during  its
snowmaking operations for the 1996/97 ski season and prior years. In connection
with the merger with LMRC,  the Company  obtained a specific  insurance  policy
providing $4.5 million of coverage  (above a $1.2 million  deductible) to cover
any civil penalties,  fees and costs that the District Court may assess against
LMRC. The discharge at issue  involved water  transfers from the East Branch of
the  Pemigewasset  River and drain back from the  snowmaking  system  into Loon
Pond. The District Court dismissed the claim for civil penalties and attorney's
fees under the CWA,  and one of the  Environmental  Plaintiffs  appealed to the
First Circuit.  The appeal was stayed to permit  settlement  negotiations,  and
these  negotiations  concluded  with the  execution of a  settlement  agreement
between the appellant,  LMRC and Loon Realty Corp. effective as of February 22,
2001.  Under the terms of the agreement,  the  appellant's  claims against LMRC
will be dismissed.

     In 1997, the  Environmental  Plaintiffs filed a second lawsuit against the
Forest Service in the District Court alleging that the Forest Service  violated
NEPA in authorizing LMRC to construct and operate a snowmaking  pipeline across
permitted land.  LMRC  intervened in the lawsuit.  The District Court held that
the Forest  Service  had  violated  NEPA by failing to consider  the  potential
effects of an increase in snowmaking capacity. The District Court then enjoined
Loon  Mountain  from using the pipeline but later  modified the  injunction  to
permit LMRC to use the pipeline  provided that, among other things, it does not
make snow in excess of the historic  production  level  utilizing 159.7 million
gallons per ski season.  On February 12, 1999, the District Court dismissed the
pipeline litigation and allowed the Forest Service to combine its NEPA analysis
of the pipeline with the pending NEPA analysis of the South Mountain expansion.
The injunction  authorizing LMRC to use the pipeline to supply water for making
historical   levels  of  snow  remains  in  place  until  the  additional  NEPA
documentation  is completed and the Forest Service issues a new decision on the
pipeline, which is currently expected to occur in the Spring of 2001.

     At this time, both  Environmental  Plaintiffs have entered into settlement
agreements  with Loon Mountain,  which resolve all issues between them relating
to Loon  Mountain's  prior  operations  and  current  proposal  for  near  term
expansion  and  upgrading  of  the  resort.  These  agreements  impose  certain
restrictions  on the  operation  of the resort and the  future  development  of
certain private land at the resort.

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

the  Killington  West  lawsuit  and will  defend  such  lawsuit  on  behalf  of
Fibreboard and Bear Mountain, Inc.



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

a.   Exhibits

     None.

b.   Reports on Form 8-K

   No reports  on Form 8-K were  filed  during  the  quarterly  period  ended
   January 26, 2001.
<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)



February 28, 2001