EXECUTION COPY

                 AMENDMENT NO. 1 TO THE STOCKHOLDERS' AGREEMENT

AMENDMENT NO. 1 TO THE STOCKHOLDERS' AGREEMENT (the "AMENDMENT"), dated July 31,
2000, among OAK HILL CAPITAL PARTNERS, L.P., a Delaware limited partnership
("OAK HILL"), OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P., a Delaware limited
partnership, OAK HILL SECURITIES FUND, L.P., a Delaware limited partnership, OAK
HILL SECURITIES FUND II, L.P., a Delaware limited partnership, and OHCP Ski,
L.P., a Delaware limited partnership (together with Oak Hill, the
"STOCKHOLDERS"), LESLIE B. OTTEN ("MR. OTTEN") and AMERICAN SKIING COMPANY, a
Delaware corporation ("ASC"), amending that certain Stockholders' Agreement,
dated August 6, 1999 (the "STOCKHOLDERS' AGREEMENT"), among Oak Hill, Mr. Otten,
ASC and the other parties identified in Annex A thereto. Defined terms used
herein and not otherwise defined will have the meanings assigned to them in the
Stockholders' Agreement.

WHEREAS, it is the desire of the parties to amend the Stockholders' Agreement in
the manner specified in this Amendment;

WHEREAS, in connection with this Amendment, the number of Otten Directors shall
be reduced from four to two and the vacancies shall be filled by two Stockholder
Directors; and

WHEREAS, the board of directors of ASC, including all Independent Common Stock
directors, has approved this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Stockholders, ASC
and Mr. Otten agree as follows:

                                    ARTICLE I

                    AMENDMENTS TO THE STOCKHOLDERS' AGREEMENT

         A. SECTION 1.01. The definition of Stockholder Director in Section 1.01
shall be amended and restated in its entirety to read as follows:

                  " 'STOCKHOLDER DIRECTOR' means a Director designated by the
                  Stockholders pursuant this Agreement or elected by the holders
                  of the Series B Preferred pursuant to the Articles of
                  Incorporation, except that, for so long as Mr. Otten is the
                  Company's chief executive officer, no employee of the

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                  Company or its subsidiaries may be designated a Stockholder
                  Director without the consent of Mr. Otten."

         B. SECTION 2.01(B). Section 2.01(b) of the Agreement shall be amended
and restated in its entirety to read as follows:

                  "Each of Mr. Otten and the Stockholders shall vote all
                  Restricted Securities Beneficially Owned by him or it, as the
                  case may be, to cause, and the parties hereto each shall
                  otherwise use its best efforts to cause, there to be (i) six
                  Stockholder Directors for so long as the Stockholders
                  Beneficially Own at least 80% of the number of outstanding
                  shares of Common Stock (on a Fully Diluted Basis) that it owns
                  on the date of this Amendment; (ii) five Stockholder Directors
                  for so long as the Stockholders Beneficially Own at least 70%
                  of the number of outstanding shares of Common Stock (on a
                  Fully Diluted Basis) that it owns on the date of this
                  Amendment; (iii) four Stockholder Directors for so long as the
                  Stockholders Beneficially Own at least 60% of the number of
                  outstanding shares of Common Stock (on a Fully Diluted Basis)
                  that it owns on the date of this Amendment; (iv) three
                  Stockholder Directors for so long as the Stockholders
                  Beneficially Own at least 40% of the number of outstanding
                  shares of Common Stock (on a Fully Diluted Basis) that it owns
                  on the date of this Amendment; (v) two Stockholder Directors
                  for so long as the Stockholders Beneficially Own at least 25%
                  of the number of outstanding shares of Common Stock (on a
                  Fully Diluted Basis) that it owns on the date of this
                  Amendment; and (vi) one Stockholder Director for so long as
                  the Stockholders Beneficially Own at least 5% of the number of
                  outstanding shares of Common Stock (on a Fully Diluted Basis)
                  that it owns on the date of this Amendment."

         C. SECTION 2.01(C). Section 2.01(c) of the Agreement shall be amended
and restated in its entirety to read as follows:

                  "Each of Mr. Otten and the Stockholders shall vote all
                  Restricted Securities Beneficially Owned by him or it, as the
                  case may be, to cause, and the parties hereto each shall
                  otherwise use its best efforts to cause, there to be (i) two
                  Otten Directors for so long as Mr. Otten Beneficially Owns at
                  least 15% of the outstanding shares of Common Stock (on a
                  Fully Diluted Basis) and (ii) one Otten Director for so long
                  as Mr. Otten Beneficially Owns at least 5% of the outstanding
                  shares of Common Stock (on a Fully Diluted Basis)."

         D. SECTION 2.01(D). Section 2.01(d) of the Agreement shall be amended
to delete the proviso in its entirety.

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         E. SECTION 2.02(D). Section 2.02(d) of the Agreement shall be amended
as such that the parenthetical beginning on the fourth line after the words
"Otten Directors" and ending on the fifth line before the word "shall" shall be
deleted and shall instead read as follows:

                  ..." (comprised of those Otten directors designated by
                  Otten)"...

         F. SECTION 2.02(E). A new section 2.02(e) shall be added after Section
2.02(d) and shall read as follows:

                  "Notwithstanding the provisions of Section 2.02(d), the
                  vacancies created by reducing the number of Otten Directors to
                  two pursuant to this Amendment will be filled by two
                  individuals designated by the Stockholder Directors."

         G. SECTION 2.04(C). Section 2.04(c) shall be amended and restated in
its entirety to read as follows:

                  "For so long as there shall be at least one Otten Director and
                  Mr. Otten is the Company's chief executive officer, each of
                  the parties hereto shall use its best efforts to cause (i) Mr.
                  Otten to be a member of the Nominating Committee; (ii) Mr.
                  Otten to be a member of the Executive Committee; (iii) Mr.
                  Otten to serve as a member of the board of directors of ASC
                  Utah and American Skiing Company Resort Properties, Inc. or
                  any Material Subsidiary and (iv) Mr. Otten to serve as a
                  member of each committee of the board of directors of the
                  Material Subsidiaries; PROVIDED, THAT, if any applicable law
                  or regulation of the NYSE (or other exchange on which the
                  Common Stock is listed) shall prohibit the Board from
                  appointing Mr. Otten to serve on any committee, this Agreement
                  shall not require Mr. Otten to serve on such committee."

         H. SECTION 4.02(B)(II). Section 4.02(b)(ii) shall be amended and
restated in its entirety to read as follows:

                  "(ii) to Persons (or any other reasonably foreseeable
                  subsequent transferee) other than Permitted Transferees, who,
                  to the knowledge of any of the Stockholders, Mr. Otten or
                  their Permitted Transferees, as the case may be, following
                  such Transfer would Beneficially Own 10% or more of the
                  outstanding shares of Common Stock (on a Fully Diluted Basis),
                  unless such Transfer has been approved by the Board, including
                  the approval by a majority of the Independent Common Stock
                  directors; however, the approval of a majority of the
                  Independent Common Stock directors will not be required if the
                  public shareholders of the Company are offered an opportunity
                  to participate in such Transfer on equivalent terms (it being

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                  understood that such terms shall be deemed equivalent if the
                  value of the consideration received by the Stockholders for
                  its Series B Preferred does not exceed the greater of (i) the
                  Change of Control Price (as defined in the Certificate of
                  Designation) of the Series B Preferred and (ii) the value of
                  the consideration payable in respect of the Conversion
                  Stock)."

         I. SECTION 4.02(B)(III)(A). Section 4.02(b)(iii)(A) shall be amended by
adding the following language at the beginning of clause (iii)(A) and prior to
the words "that is a direct competitor":

                  ..."except as may be approved by the Board,"...

         J. SECTION 4.02(B). Section 4.02(b) shall be amended by adding the
following sentence at the end of the paragraph:

                  "Subsections (ii) and (iii)(A) of this Section 4.02(b) shall
                  not apply to any Transfers of Restricted Securities by Mr.
                  Otten, except that Mr. Otten shall not Transfer any Restricted
                  Securities to a Person (or other reasonably foreseeable
                  subsequent transferee) who (i) to the knowledge of Mr. Otten
                  or his Permitted Transferees following such Transfer would
                  Beneficially Own 10% or more of the outstanding shares of
                  Common Stock (on a Fully Diluted Basis) and (ii) is a direct
                  competitor in the ownership and operation of ski resorts on a
                  national scale."

         K. SECTION 4.03(A). The last sentence of Section 4.03(a) will be
amended and restated in its entirety to read as follows:

                  "With respect to clause (i) above, any increase in Beneficial
                  Ownership by the Stockholders and any Stockholder Permitted
                  Transferees resulting from (u) any Accretion Amounts (as such
                  term is defined in the Certificate of Designation), (v) any
                  dividend in the form of Common Stock made with respect to the
                  Conversion Stock, (w) any repurchase of Common Stock by the
                  Company, (x) any purchase or series of related purchases by
                  any Stockholder of up to 1.5 million additional shares of
                  Common Stock, (y) any purchase by any Stockholder of shares of
                  Class A Common Stock or Common Stock owned by Mr. Otten, and
                  (z) the issuance of the Warrants (the "WARRANTS") pursuant to
                  the terms of the Securities Purchase Agreement, dated as of
                  July 31, 2000, among Oak Hill, the Company and the other
                  parties signatory thereto and the shares of Common Stock
                  issued upon exercise thereof shall not be included in the
                  Maximum Stockholder Stock Ownership Percentage; PROVIDED,
                  HOWEVER, that in all cases, the Stockholders may acquire
                  securities of the Company pursuant to Section 4.05 or pursuant
                  to the issuance of any dividends on Common Stock."

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         L. SECTION 4.04. Section 4.04 shall be amended by adding the following
language after the words "Article IV":

                  ... "including pursuant to the Warrants"....

         M. SECTION 4.05(C)(II). Section 4.05(c)(ii) shall be amended by adding
the following language before the words "the issuance of warrant shares":

                  ..."the Warrants or the shares of Common Stock issued upon
                  exercise of the Warrants or..."

         N. SECTION 4.06. A new section 4.06 will be added to the Agreement and
will read as follows:

                  "The provisions of the Stockholders' Agreement will terminate
                  for the Stockholders or Mr. Otten, as the case may be, at the
                  time when such party transfer or sells its holdings such that
                  it Beneficially Owns less than 5% of the number of shares of
                  outstanding Common Stock (on a Fully Diluted Basis) that it
                  owns on the date of this Amendment."

         O. All references in the Agreement to "the Agreement" shall be deemed
to be references to the Agreement as amended by this Amendment.

         P. SECTION 7.03(A). Section 7.03(a) of the Agreement shall be amended
to require that a copy of all notices required to be sent "to the Company or Mr.
Otten" under Section 7.03 shall also be sent to:

                  Oak Hill Capital Management, Inc.
                  Park Avenue Tower
                  65 East 55th Street
                  New York, NY 10022
                  Telecopy: 212-754-5685
                  Attention: Steven B. Gruber
                             Bradford E. Bernstein

                                   ARTICLE II

                                  MISCELLANEOUS

         A. This Amendment is entered into by the parties hereto pursuant to
Section 7.09 of the Agreement.

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         B. All of the other provisions of the Agreement not specifically
amended by this Amendment shall not be deemed to be affected by this Amendment
(other than as described in Article I, Section O hereof) and shall remain in
full force and effect.

         C. Article VII of the Agreement shall be incorporated by reference into
this Amendment and shall be deemed to be a part hereof.


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

                                        AMERICAN SKIING COMPANY

                                        By:  _____________________________
                                             Name: Leslie B. Otten
                                             Title:   President

                                        LESLIE B. OTTEN

                                        __________________________________

                                        OAK HILL CAPITAL PARTNERS, L.P.

                                        By:  OHCP GenPar, L.P.,
                                             its general partner

                                        By:  OHCP MGP, LLC,
                                             its general partner

                                        By:  _____________________________
                                             Name:
                                             Title:

                                        OAK HILL CAPITAL MANAGEMENT
                                        PARTNERS, L.P.

                                        By:  OHCP GenPar, L.P.,
                                             its general partner

                                        By:  OHCP MGP, LLC,
                                             its general partner

                                        By:  _____________________________
                                             Name:
                                             Title:

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                                        OAK HILL SECURITIES FUND, L.P.

                                        By:  Oak Hill Securities GenPar, L.P.,
                                             its General Partner

                                        By:  Oak Hill Securities MGP, Inc.,
                                             its General Partner

                                        By:  _____________________________
                                             Name:
                                             Title:

                                        OAK HILL SECURITIES FUND II, L.P.

                                        By:  Oak Hill Securities GenPar, L.P.,
                                             its General Partner

                                        By:  Oak Hill Securities MGP, Inc.,
                                             its General Partner

                                        By:  _____________________________
                                             Name:
                                             Title:

                                        OHCP SKI, L.P.

                                        By:  Oak Hill Capital Partners, L.P.,
                                             its general partner

                                        By:  OHCP GenPar, L.P.,
                                             its general partner

                                        By:  OHCP MGP, LLC,
                                             its general partner

                                        By:  _____________________________
                                             Name:
                                             Title: