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



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    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.

     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:



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          ..." (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 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)."



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     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 operating 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."

     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":



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          ..."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.

     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: /s/ Leslie B. Otten
                                               ---------------------------------
                                               Name: Leslie B. Otten
                                               Title:   President

                                           LESLIE B. OTTEN

                                           /s/ 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: /s/ Steven B. Gruber
                                              ----------------------------------
                                               Name: Steven B. Gruber
                                               Title:  Vice President

                                           OAK HILL CAPITAL MANAGEMENT
                                           PARTNERS, L.P.

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

                                           By: OHCP MGP, LLC,
                                               its general partner

                                           By: /s/ Steven B. Gruber
                                              ----------------------------------
                                               Name: Steven B. Gruber
                                               Title:  Vice President

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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: /s/ Scott D. Krase
                                              ----------------------------------
                                               Name: Scott D. Krase
                                               Title: Vice President

                                           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: /s/ Scott D. Krase
                                              ----------------------------------
                                               Name: Scott D. Krase
                                               Title: Vice President

                                           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: /s/ Steven B. Gruber
                                              ----------------------------------
                                               Name: Steven B. Gruber
                                               Title:  Vice President