UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED OCTOBER 29, 2000
                                       or
  [ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 For the transition period from________ to _______.

                        --------------------------------
                         Commission File Number 1-13507
                        --------------------------------

                             American Skiing Company
             (Exact name of registrant as specified in its charter)

         Delaware                                     04-3373730
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                  P.O. Box 450
                               Bethel, Maine 04217
                     (Address of principal executive office)
                                   (Zip Code)

                                 (207) 824-8100
                                  www.peaks.com
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report.)

         Indicate by checkmark  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 [  ]


         The number of shares  outstanding  of each of the  issuer's  classes of
common stock were 14,760,530 shares of Class A common stock, $.01 par value, and
15,708,633 shares of common stock, $.01 par value, as of December 8, 2000.

<PAGE>


                                Table of Contents


Part I - Financial Information

Item 1.   Financial Statements

         Condensed Consolidated Statements of Operations (unaudited) for
               the 13 weeks ended October 29, 2000 and October 24, 1999........3

         Condensed Consolidated Balance Sheets as of October 29, 2000
               (unaudited) and July 30, 2000...................................4

         Condensed Consolidated Statements of Cash Flows (unaudited) for the 13
               weeks ended October 29, 2000 and October 24, 1999...............5

         Notes to (unaudited) Condensed Consolidated Financial Statements......6

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

         General...............................................................8

         Liquidity and Capital Resources.......................................8

         Results of Operations................................................12

         Forward-Looking Statements...........................................14

Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk..............................................14

Part II - Other Information

Item 6.    Exhibits and Reports on Form 8-K...................................15


                                       2
<PAGE>

                 Condensed Consolidated Statement of Operations
               (In thousands, except share and per share amounts)
<TABLE>
                                                                                13 weeks ended        13 weeks ended
                                                                                October 29, 2000     October 24, 1999
                                                                                               (unaudited)

<S>                                                                             <C>                  <C>
    Net revenues:
         Resort                                                                 $   20,912             $20,806
         Real estate                                                                27,216               2,549
                                                                                 ----------          ---------
              Total net revenues                                                    48,128              23,355

    Operating expenses:
         Resort                                                                     30,343              29,015
         Real estate                                                                23,578               3,284
         Marketing, general and administrative                                      10,443              10,753
         Depreciation and amortization                                               4,002               3,202
                                                                                 ----------          ----------
              Total operating expenses                                              68,366              46,254
                                                                                 ----------          ----------
    Loss from operations                                                           (20,238)            (22,899)
         Interest expense                                                           12,319               7,966
                                                                                 ----------          ----------

    Loss before benefit from income taxes                                          (32,557)            (30,865)
         Benefit from income taxes                                                 (11,558)             (9,052)
                                                                                 ----------          ----------

    Loss before extraordinary item and accounting change                           (20,999)            (21,813)
         Extraordinary loss, net of tax benefit of $396                                  -                 621
         Cumulative effect of accounting change,
            net of taxes of  $1,538 and ($449) (Note 2)                             (2,509)                704
                                                                                 ----------          ----------

    Loss before preferred stock dividends                                          (18,490)            (23,138)
         Accretion of discount and dividends accrued on
             mandatorily redeemable preferred stock                                  5,686               4,816
                                                                                 ----------          ----------
    Net loss available to common shareholders                                   $  (24,176)           $(27,954)
                                                                                 ==========          ==========

    Accumulated deficit, beginning of period                                    $  (84,763)           $(32,311)

    Net loss available to common shareholders                                      (24,176)            (27,954)
                                                                                 ----------          ----------
    Accumulated deficit, end of period                                          $ (108,939)           $(60,265)
                                                                                 ==========          ==========

    Basic and diluted loss per common share (Note 3)
    Loss from continuing operations                                             $    (0.87)           $  (0.88)
    Extraordinary loss, net of taxes                                                     -               (0.02)
    Cumulative effect of change in accounting principle, net of taxes                 0.08               (0.02)
                                                                                 ----------          ----------
    Net loss available to common shareholders                                   $    (0.79)           $  (0.92)
                                                                                 ==========          ==========

    Weighted average common shares outstanding - basic and diluted               30,469,163          30,286,773
                                                                                 ===========         ===========

See accompanying notes to (unaudited) Condensed Consolidated Financial Statements

</TABLE>
                                       3
<PAGE>

<TABLE>

                      Condensed Consolidated Balance Sheets
               (In thousands, except share and per share amounts)

                                                                                         October 29, 2000         July 30, 2000
                                                                                            (unaudited)
<S>                                                                                        <C>                      <C>
Assets
Current assets

     Cash and cash equivalents                                                             $ 14,044                 $ 10,085
     Restricted cash                                                                          7,286                    7,424
     Accounts receivable                                                                     13,962                    8,176
     Inventory                                                                               14,445                   10,200
     Prepaid expenses                                                                        10,348                    8,092
     Deferred income taxes                                                                    1,664                    1,566
                                                                                         -----------------      ------------------
           Total current assets                                                              61,749                   45,543

Property and equipment, net                                                                 570,593                  534,078
Real estate developed for sale                                                              187,537                  222,660
Goodwill                                                                                     74,471                   75,003
Intangible assets                                                                            21,861                   22,055
Deferred financing costs                                                                     14,601                   10,844
Other assets                                                                                 26,203                   16,595
                                                                                         -----------------      ------------------
          Total assets                                                                     $957,015                 $926,778
                                                                                         =================      ==================

Liabilities, Mandatorily Redeemable Preferred Stock and Shareholders' Equity
Current liabilities
     Current portion of long-term debt                                                     $ 93,826                 $ 58,508
     Current portion of subordinated notes and debentures                                       525                      525
     Accounts payable and other current liabilities                                          71,662                   70,957
     Deposits and deferred revenue                                                           40,348                   15,930
                                                                                         -----------------      ------------------
         Total current liabilities                                                          206,361                  145,920

Long-term debt, excluding current portion (Note 5)                                          235,087                  249,841
Subordinated notes and debentures, excluding current portion                                126,882                  126,810
Other long-term liabilities                                                                  30,186                   17,494
Deferred income taxes                                                                        (9,696)                     200
                                                                                         -----------------      ------------------
         Total liabilities                                                                  588,820                  540,265

Mandatorily  Redeemable 10 1/2% Preferred  Stock, par value of $1,000 per share;
     40,000 shares authorized; 36,626 shares issued and outstanding; including
     cumulative dividends (redemption value of $50,013 and $48,706, respectively)            50,013                   48,706
Mandatorily  Redeemable 8 1/2% Series B Preferred Stock, par value of $1,000 per
     share;  150,000  shares  authorized,  issued  and  outstanding;   including
     cumulative dividends (redemption value of $166,354 and $162,865, respectively)         156,684                  152,310

Shareholders' Equity
     Common stock, Class A, par value of $.01 per share; 15,000,000 shares authorized;
           14,760,530 issued and outstanding                                                    148                     148
     Common stock, par value of $.01 per share; 100,000,000 shares authorized;
           15,708,633 issued and outstanding                                                    157                     157
     Additional paid-in capital                                                             270,094                 269,955
     Other comprehensive income                                                                  38                       -
     Accumulated deficit                                                                   (108,939)                (84,763)
                                                                                         -----------------      ------------------
        Total shareholders' equity                                                          161,498                 185,497
                                                                                         =================      ==================
Total liabilities, mandatorily redeemable preferred stock and shareholders' equity         $957,015                $926,778
                                                                                         =================      ==================

See accompanying notes to (unaudited) Condensed Consolidated Financial Statements

</TABLE>

                                       4
<PAGE>

                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
                                                                                         13 weeks ended       13 weeks ended
                                                                                          Oct 29, 2000         Oct 24, 1999
                                                                                        ------------------   ------------------
                                                                                                     (unaudited)
<S>                                                                                         <C>                  <C>
Cash flows from operating activities
Net loss                                                                                    $    (18,490)        $    (23,138)
Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                               4,002                3,202
       Amortization of discount on debt                                                               96                   88
       Deferred income taxes                                                                      (9,994)              (9,897)
       Stock compensation charge                                                                     123                  126
       Extraordinary loss                                                                             --                1,017
       Cumulative effect of change in accounting principle                                        (4,047)               1,153
       Gain on sale of assets                                                                        (64)              (1,402)
       Decrease (increase) in assets:
                  Restricted cash                                                                    138               (2,461)
                  Accounts receivable                                                             (5,786)              (2,099)
                  Inventory                                                                       (4,245)              (1,140)
                  Prepaid expenses                                                                (2,255)              (1,645)
                  Real estate developed for sale                                                   8,883              (53,251)
                  Other assets                                                                    (3,051)                 785
       Increase in liabilities:
                  Accounts payable and other current liabilities                                     705                5,011
                  Deposits and deferred revenue                                                   24,416               19,124
                  Other long-term liabilities                                                      4,558                    5
                  Other, net                                                                           2                   (7)
                                                                                        ------------------   ------------------
Net cash used in operating activities                                                             (5,009)             (64,529)
                                                                                        ------------------   ------------------

Cash flows from investing activities
       Capital expenditures                                                                      (12,972)              (6,496)
       Proceeds from sale of assets                                                                   91                9,102
                                                                                        ------------------   ------------------
Net cash provided by (used in) investing activities                                              (12,881)               2,606
                                                                                        ------------------   ------------------

Cash flows from financing activities
         Net proceeds from issuance of mandatorily redeemable securities                              --              136,732
         Net repayment of Senior Credit Facility                                                  25,200             (106,186)
         Proceeds from long-term debt                                                                 --                  180
         Proceeds from non-recourse real estate debt                                              15,975               40,826
         Repayment of long-term debt                                                                (742)              (3,334)
         Repayment of non-recourse real estate debt                                              (17,498)              (2,032)
         Deferred financing costs                                                                 (1,097)              (3,609)
         Repayment of demand note, Principal Shareholder                                               --              (1,830)
         Other, net                                                                                    11                  --
                                                                                        ------------------   ------------------
Net cash provided by financing activities                                                          21,849               60,747
                                                                                        ------------------   ------------------

Net increase (decrease) in cash and cash equivalents                                                3,959               (1,176)
Cash and cash equivalents, beginning of period                                                     10,085                9,003
                                                                                        ------------------   ------------------
Cash and cash equivalents, end of period                                                      $    14,044          $     7,827
                                                                                        ==================   ==================

Supplementary disclosure of non-cash item:
Non-cash transfer of real estate developed for sale to fixed assets                           $    26,239           $        -

See accompanying notes to (unaudited) Condensed Consolidated Financial Statements

</TABLE>
                                       5
<PAGE>

                    American Skiing Company and Subsidiaries
        Notes to (unaudited) Condensed Consolidated Financial Statements

         1. General.  American  Skiing  Company (the "Parent") is organized as a
holding  company and operates  through various  subsidiaries  (together with the
Parent,  the  "Company").  The  Company's  fiscal  year is a  fifty-two  week or
fifty-three  week  period  ending on the last  Sunday of July.  Fiscal 2001 is a
fifty-two week reporting period with each quarter consisting of 13 weeks. Fiscal
2000 was a fifty-three week reporting period with the second quarter  consisting
of 14 weeks and all other  quarters  consisting  of 13 weeks.  The  accompanying
unaudited  condensed  consolidated  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.

         Results for interim periods are not indicative of the results  expected
for the year due to the seasonal nature of the Company's business. The unaudited
condensed  consolidated  financial statements should be read in conjunction with
the following notes and the Company's  consolidated  financial statements in its
Form 10-K,  filed with the  Securities  and Exchange  Commission  on October 26,
2000.  Certain  amounts in the prior  year's  unaudited  condensed  consolidated
financial  statements  and the  audited  financial  statements  as  filed in the
Company's  Form 10-K have been  reclassified  to conform to the  current  period
presentation.

         2. Accounting  Change. In the first quarter of fiscal 2001, the Company
changed its method of accounting for interest rate swaps in accordance  with its
adoption  of  Statement  of  Financial  Accounting  Standards  ("SFAS")  No. 133
Accounting  for  Derivative  Instruments  and Hedging  Activities,  SFAS No. 137
Accounting for Derivative  Instruments and Hedging  Activities - Deferral of the
Effective  Date of FASB  Statement No. 133 - an Amendment of FASB  Statement No.
133 and SFAS No. 138 Accounting for Certain  Derivative  Instruments and Certain
Hedging  Activities - an Amendment of FASB Statement No. 133 (collectively  SFAS
133 as amended).

         SFAS 133 as  amended  requires  that  derivatives  be  recorded  on the
balance  sheet as an asset or liability  at fair value.  The Company has entered
into  three  interest  rate  swap  agreements  that  do not  qualify  for  hedge
accounting under SFAS 133 as amended.  As of July 30, 2000, the Company had $8.6
million recorded in Other Long Term Liabilities in the accompanying Consolidated
Balance  Sheet and had been  recording  the net effect of the  anticipated  $2.1
million in interest  savings from these agreements on a straight line basis over
the life of the agreements  through the income statement.  Upon adoption of SFAS
133 as  amended,  the fair value of these swaps was  recorded as a $6.5  million
asset and an $11.1 million liability, with a corresponding $4.6 million entry to
cumulative effect of accounting change in earnings. The $8.6 million recorded in
Other Long Term Liabilities was also recognized  through a cumulative  effect of
accounting  change  in  earnings,  resulting  in  a  net  cumulative  effect  of
accounting  change of $4.0 million  (before a $1.5 million  provision for income
taxes).  Subsequent  changes in the fair values of the swaps are being  recorded
through the income statement as an adjustment to interest expense.

Cash flow hedges
         The Company has also entered into two  interest  rate swap  agreements,
with a total notional amount of $75 million,  which have been designated as cash
flow hedges of variable  future cash flows  associated  with the interest on the
Senior Credit Facility.  Upon adoption of SFAS 133 as amended, the fair value of
these swaps of $0.3 million has been  recorded as an asset on the balance  sheet
with a corresponding credit of $0.2 million, after taxes, to other comprehensive
income.  Subsequent  changes in fair value of the swaps will be recorded through
other comprehensive income, except for changes related to ineffectiveness during
the period these  instruments  are  designated  as hedges.  The Company does not
currently anticipate ineffectiveness under these hedges.

         3. Loss per Common Share. Loss per common share for the 13 weeks ending
October 29, 2000 and October 24, 1999,  respectively,  were determined  based on
the following data (in thousands):

                                       6
<PAGE>
<TABLE>

                                                                          13 weeks ended     13 weeks ended
                                                                         October 29, 2000      October 24,
                                                                                                  1999
                                                                         -----------------   ----------------
                 <S>                                                        <C>                 <C>
                                          Loss
                 Loss before preferred stock dividends
                       and accretion and extraordinary items                $    (20,999)       $   (21,813)
                 Accretion of discount and dividends accrued on
                       mandatorily redeemable preferred stock                      5,686              4,816
                                                                         -----------------   ----------------
                 Loss before extraordinary items                                 (26,685)           (26,629)
                 Extraordinary loss, net of taxes                                      -                621
                 Cumulative effect of accounting changes, net of taxes            (2,509)               704
                                                                         =================   ================
                 Net loss available to common shareholders                   $   (24,176)      $    (27,954)
                                                                         =================   ================

                                         Shares
                                                                         =================   ================
                 Weighted average shares outstanding - basic and diluted          30,469             30,287
                                                                         =================   ================

</TABLE>

         The Company has  outstanding  186,626 shares of  convertible  preferred
stock  (represented by two separate classes) at October 29, 2000 and October 24,
1999,  respectively.  These shares are convertible  into shares of the Company's
common  stock.   The  common  stock  shares  into  which  these  securities  are
convertible  have not been  included in the dilutive  share  calculation  as the
impact of their inclusion would be anti-dilutive. The Company also has 2,128,763
and 3,041,844  exercisable  options outstanding to purchase shares of its common
stock under the  Company's  stock option plan as of October 29, 2000 and October
24, 1999,  respectively.  These shares are also excluded from the dilutive share
calculation as the impact of their inclusion would also be anti-dilutive.

         4. Segment Information.  The Company currently operates in two business
segments, Resort and Real Estate. The Company's Resort revenues are derived from
a wide variety of sources including lift ticket sales, food and beverage, retail
sales  including  rental and repair,  skier  development,  lodging and  property
management, golf, other summer activities and miscellaneous revenue sources. The
Company's  Real  Estate  revenues  are  derived  from the sale  and  leasing  of
interests in real estate development  projects  undertaken by the Company at its
resorts and the sale of other real  property  interests.  Revenues and operating
profits for each of the two reporting segments are as follows:
<TABLE>
                                                    13 weeks ended      13 weeks ended
                                                   October 29, 2000     October 24, 1999
                                                    ----------------   -----------------
                                                               (in thousands)
<S>                                                      <C>                 <C>
                 Revenues:
                      Resorts                            $   20,912          $   20,806
                      Real Estate                            27,216               2,549
                                                    ----------------   -----------------
                 Total                                   $   48,128          $   23,355
                                                    ----------------   -----------------
                 Loss before benefit from income taxes
                      Resorts                            $ (29,949)          $  (28,090)
                      Real Estate                           (2,608)              (2,775)
                                                    ----------------   -----------------
                 Total                                  $  (32,557)          $ (30,865)
                                                    ----------------   -----------------
</TABLE>
      5. Long Term Debt.  On July 31,  2000,  the Company  entered into a Second
Amended  and  Restated  Credit  Agreement  between  its  principal  real  estate
development subsidiary, American Skiing Company Resort Properties, Inc. ("Resort
Properties"),  Fleet  National  Bank and the lenders party thereto (the "Amended
Real Estate Term Facility"). This fully syndicated $73 million facility replaced
Resort  Properties'  previous  un-syndicated $58 million Real Estate development
term loan facility.  The Amended Real Estate Term Facility is  collateralized by
security interests in, and mortgages on, substantially all of Resort Properties'
assets,  which primarily  consist of undeveloped  real property and the stock of
its  real  estate  development  subsidiaries,   including  Grand  Summit  Resort
Properties.

      The Amended Real Estate Term Facility is comprised of three tranches, each
with  separate  interest  rates  and  maturity  dates.  Tranche  A has a maximum
principal amount of $35 million,  bears interest at a variable rate equal to the
Fleet  National  Bank's Base Rate plus 8.25%  (payable  monthly in arrears)  and
matures on December 31, 2002.  Tranche B has a maximum  principal  amount of $25
million, bears interest at a fixed rate of 25% per annum and matures on December
31, 2003.  Interest calculated at 18% per annum for Tranche B is payable monthly
in  arrears.  The  remaining  7% per annum  accrues,  is added to the  principal

                                       7
<PAGE>

balance of Tranche B and bears interest at 25% per annum,  compounded  annually.
Tranche C has a maximum  principal  amount of $13 million,  bears interest at an
effective  rate of 25% per annum and  matures on  December  31,  2005.  Interest
accrues,  is  added  to  the  principal  balance  of  Tranche  C  and  compounds
semi-annually.

         Tranche C of the Amended Real Estate Term Facility was purchased by Oak
Hill Capital Partners,  L.P, which, together with certain of its affiliates,  is
also the holder of the Company's  Series B Preferred  Stock.  In connection with
this $13 million  investment,  the Company  entered into a  Securities  Purchase
Agreement  with Oak  Hill,  dated as of July 31,  2000,  pursuant  to which  the
Company has agreed to either (i) issue warrants to Oak Hill for 6,000,000 shares
of ASC common  stock with an exercise  price of $2.50 per share or (ii) issue to
Oak Hill common stock in Resort Properties representing approximately 15% of the
voting  interest in Resort  Properties.  The purchase  price of the warrants (or
Resort  Properties  common stock, as applicable)  was $2 million.  The Tranche C
portion of this facility is being carried at a discount due to the relative fair
values of the warrants issued to Oak Hill and the total Tranche C borrowings. As
of October 29, 2000,  $5.5  million had been drawn down under  Tranche C, with a
carrying value of $3.1 million.

         In addition, the Series B Agreement,  dated August 9, 1999, was amended
as of July 31, 2000 to provide,  among other things: (i) that Oak Hill will have
the right to elect six members of the  Company's  Board of  Directors,  provided
that Oak Hill maintains certain ownership levels;  (ii) that Mr. Otten will have
the right to elect two members to the Board,  provided that he maintains certain
ownership  levels;  and (iii) that Mr. Otten will have the right to serve on the
executive  committee  of the  Board and on the board of  directors  of  material
subsidiaries  of ASC.  As of July 31,  2000,  Oak Hill  would  own  54.9% of the
67,546,455  shares of common stock of the Company that would be  outstanding  if
all the shares of the Series B Preferred  Stock were converted and if all of the
Warrants were exercised.


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

         The  following  is  management's  discussion  and analysis of financial
condition and results of  operations  for the quarter ended October 29, 2000. As
you read the material below, we urge you to carefully  consider our Consolidated
Financial Statements and related notes contained elsewhere in this report.

         When  used  in  this  discussion,  the  words  "expect(s)",  "feel(s)",
"believe(s)",   "will",  "may",  "anticipate(s)"  and  similar  expressions  are
intended to identify forward-looking  statements. Such statements are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from those  projected.  Readers  are  cautioned  not to place  undue
reliance on these  forward-looking  statements,  which speak only as of the date
hereof.   The  Company   undertakes   no   obligation   to   replenish   revised
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of  unanticipated  events.  Readers are also
urged to  carefully  review and  consider  the various  disclosures  made by the
Company in its  periodic  reports on Forms  10-K,  10-Q,  and 8-K filed with the
Securities  Exchange  Commission that advise  interested  parties of the factors
which effect the Company's business.

Liquidity and Capital Resources

         Short-Term.  Our primary  short-term  liquidity  needs involve  funding
seasonal  working  capital  requirements,  continuing and completing real estate
development  projects  presently  under  construction,  funding  our fiscal 2001
capital  improvement  program and servicing our debt. Our cash  requirements for
ski-related  and real estate  development  activities are provided from separate
sources.  Our primary source of liquidity for  ski-related  working  capital and
ski-related  capital  improvements are cash flow from operations of our non-real
estate subsidiaries and borrowings under our senior credit facility. Real estate
development  and  real  estate  working  capital  is  funded  primarily  through
construction  financing facilities established for major real estate development
projects,  a real estate term  facility,  and net proceeds from the sale of real
estate developed for sale after required  construction  loan  repayments.  These
facilities are without recourse to us and our resort operating  subsidiaries and
are  collateralized by significant real estate assets of American Skiing Company
Resort Properties and its subsidiaries,  including the assets and stock of Grand
Summit Resort Properties,  Inc., our primary hotel development subsidiary. As of
October 29, 2000, the book value of the total assets that  collateralized  these
facilities and which are included in the accompanying consolidated balance sheet
was approximately $288.9 million.



                                       8
<PAGE>

         Resort  Liquidity.  We have  established  a $165 million  senior credit
facility  agreement  with Fleet  National  Bank,  as agent,  and  certain  other
lenders,  consisting of a $100 million  revolving portion and a $65 million term
portion.  The revolving portion of the senior credit facility matures on May 30,
2004, and the term portion matures on May 31, 2006.

        The  maximum  availability  under the  revolving  portion  of the senior
credit  facility  reduces  over its term by certain  prescribed  amounts.  As of
December  3,  2000,  total  borrowings  under the  revolving  credit  were $78.8
million,  and $5.9 million of  availability  was allocated to cover  outstanding
letters of credit.  The term portion of the senior credit facility  amortizes in
five annual  installments  of $650,000  payable on May 31 of each year, with the
remaining portion of the principal due in two substantially  equal  installments
on May 31,  2005 and May 31,  2006.  As of  December  3, 2000,  the  outstanding
balance of the term  portion has been reduced by $650,000 to $64.4  million.  In
addition,  the senior credit facility requires mandatory  prepayment of the term
portion and a reduction in the  availability  under the revolving  portion of an
amount equal to 50% of the  consolidated  excess cash flows during any period in
which excess cash flow leverage  ratio exceeds 3.50 to 1. In no event,  however,
will such  mandatory  prepayments  reduce the revolving  portion of the facility
below $74.8 million. We do not presently expect to generate  consolidated excess
cash flows during fiscal 2001.

        The senior credit facility contains affirmative,  negative and financial
covenants customary for this type of credit facility, which includes maintaining
certain financial ratios. The senior credit facility is secured by substantially
all of our assets and subsidiaries  except those of our real estate  development
subsidiaries.  The  revolving  portion of the  facility  is subject to an annual
30-day clean-down requirement,  which period must include April 30 of each year,
during which the sum of the outstanding  principal  balance and letter of credit
exposure shall not exceed $35 million.

        We  amended  the  senior  credit  facility  on  March  6,  2000,   which
significantly  modified the financial covenant requirements of the senior credit
facility on a prospective  basis,  established  minimum  quarterly EBITDA levels
through the second quarter of fiscal 2002 and established  monthly  restrictions
on the maximum  amount  outstanding  under the  revolving  portion of the senior
credit facility through December 3, 2000. We successfully  exceeded our required
minimum  EBITDA levels under the amended  senior  credit  facility for the first
fiscal  quarter of 2001 and we have  successfully  fulfilled  all of the maximum
usage  requirement  for each monthly period through  December 3, 2000.  Based on
historical operations,  we presently anticipate that we will be able to meet the
financial  covenants of the amended senior credit facility.  Failure to meet one
or more of these  covenants could result in an event of default under the senior
credit  facility.  In the event that such default were not waived by the lenders
holding a majority of the debt under the senior  credit  facility,  this default
would  also  constitute  defaults  under one or more of our other  major  credit
facilities,  the  consequences  of which would likely be material and adverse to
our business.

     The amended senior credit  facility also places a maximum level of non-real
estate capital  expenditures of $13 million (of which approximately $4.6 million
had been  expended  as of December 3, 2000) for fiscal  2001,  exclusive  of the
Heavenly  Gondola  project.   Following  fiscal  2001,   annual  resort  capital
expenditures,  exclusive of real estate capital expenditures, are limited to the
lesser  of  $35  million,  or  the  total  of the  non-real  estate  development
subsidiaries' consolidated EBITDA for the four fiscal quarters ended in April of
the previous fiscal year less the consolidated debt service for the same period.
In addition to the  foregoing  amounts,  we are  permitted to and expect to make
capital expenditures of up to $30 million for the purchase and construction of a
new gondola at our Heavenly resort in Lake Tahoe,  Nevada, on which construction
is currently  underway and  approximately  $19.5 million has been expended as of
December 3, 2000.

        The  amended  senior  credit  facility  restricts  our  ability  to  pay
dividends on our common stock. We are prohibited from paying dividends in excess
of 50% of the  consolidated  net  income  of  the  non-real  estate  development
subsidiaries  after April 25, 1999, and further prohibited from paying dividends
under any circumstances  when the effect of such payment would cause the debt to
EBITDA ratio of the non-real estate development subsidiaries to exceed 4.0 to 1.
Based upon these and other restrictions, we do not expect to be able to pay cash
dividends on our common stock,  mandatorily  redeemable 10.5% preferred stock or
series B preferred stock during fiscal 2001 or fiscal 2002.

        Our  liquidity  is  significantly  affected by our high  leverage.  As a
result of our leveraged position,  we will have significant cash requirements to
service  interest  and  principal  payments  on  our  debt.  Consequently,  cash
availability for working capital needs, capital expenditures and acquisitions is
limited,   outside  of  any  availability  under  the  senior  credit  facility.
Furthermore,  the senior  credit  facility and the  indenture  governing our 12%
Senior Subordinated  Notes, due 2006, each contain  significant  restrictions on
our  ability  to  obtain  additional  sources  of  capital  and may  affect  our
liquidity.  These  restrictions  include  restrictions  on the  sale of  assets,
restrictions on the incurrence of additional  indebtedness  and  restrictions on
the issuance of preferred stock.
                                       9
<PAGE>

        As of December 3, 2000, we have drawn or committed for letters of credit
approximately  $84.7 million of the total $100 million  revolving portion of our
senior credit facility. We expect to maximize borrowings under the senior credit
facility in December of 2000,  consistent with our historical experience when we
have  had  little,  if any,  borrowing  availability  under  the  senior  credit
facility.

        Under the indenture for our 12% Senior  Subordinated Notes, due 2006, we
are prohibited from paying cash dividends or making other  distributions  to our
shareholders.

         Real Estate  Liquidity.  Funding of working capital for American Skiing
Company Resort Properties and its fiscal 2001 real estate development program is
provided by a real estate term  facility and the net  proceeds  from the sale of
real estate developed for sale after required construction loan repayments.

         On July 31, 2000, we entered into a second amended real estate facility
agreement  between American Skiing Company Resort  Properties and Fleet National
Bank.  This  fully  syndicated  $73  million  facility   replaced  our  previous
un-syndicated $58 million real estate development term loan facility. The second
amended real estate  facility is  collateralized  by security  interests in, and
mortgages on,  substantially  all of American Skiing Company Resort  Properties'
assets,  which primarily  consist of undeveloped  real property and the stock of
its  real  estate  development   subsidiaries  (including  Grand  Summit  Resort
Properties).  As of October 29,  2000,  the book value of the total  assets that
collateralized the real estate facilities,  and are included in the accompanying
consolidated balance sheet, was approximately $288.9 million.

         The second amended real estate facility is comprised of three tranches,
each with separate  interest rates and maturity  dates.  Tranche A has a maximum
principal amount of $35 million,  bears interest at a variable rate equal to the
Fleet National Bank Base Rate plus 8.25%,  or a current rate of 17.8%,  (payable
monthly in arrears)  and  matures on  December  31,  2002.  Mandatory  principal
payments on Tranche A of $5.0 million  each are payable on April 30, 2002,  July
31, 2002 and October 31, 2002.  Tranche B has a maximum  principal amount of $25
million, bears interest at a fixed rate of 25% per annum and matures on December
31, 2003.  Interest calculated at 18% per annum for Tranche B is payable monthly
in  arrears.  The  remaining  7% per annum  accrues,  is added to the  principal
balance of Tranche B and bears interest at 25% per annum,  compounded  annually.
Tranche C has a maximum  principal  amount of $13 million,  bears interest at an
effective  rate of 25% per annum and  matures on  December  31,  2005.  Interest
accrues,  is added to the  principal  balance  of  Tranche  C and is  compounded
semi-annually.  Neither Tranche B nor Tranche C have any scheduled  amortization
payments  prior to  maturity.  As of December 3, 2000,  the  principal  balances
outstanding,  including accrued and unpaid interest,  under Tranches A, B & C of
the second amended real estate facility were $28.9 million,  $25.0 million,  and
$5.5 million, respectively.

         Tranche C of the second  amended real estate  facility was purchased by
Oak Hill Capital Partners,  L.P. In connection with this $13 million investment,
we entered a securities  purchase  agreement with Oak Hill, dated as of July 31,
2000,  pursuant  to which we  agreed to either  issue  warrants  to Oak Hill for
6,000,000  shares of our common stock with an exercise price of $2.50 per share,
or issue to Oak Hill common stock in American Skiing Company Resort  Properties,
representing  approximately  15% of the  voting  interest  in that  entity.  The
purchase price of the warrants (or American  Skiing  Company  Resort  Properties
common stock,  as  applicable)  was $2 million.  We expect to issue the warrants
following receipt of necessary lender consents.

         We conduct  substantially  all of our real estate  development  through
single  purpose  subsidiaries,  each of which is a wholly  owned  subsidiary  of
American  Skiing  Company  Resort  Properties.  Grand Summit Hotel  projects are
constructed  through  Grand Summit  Resort  Properties  and have been  primarily
financed  through a $110 million  construction  loan facility among Grand Summit
Resort  Properties and various  lenders,  including TFC Textron  Financial,  the
syndication agent and administrative agent, which closed on September 25, 1998.

         As of December 3, 2000, the amount  outstanding  under the construction
loan facility was $75.7  million.  This  facility  matures on March 31, 2002 and
bears  interest at the rate of prime plus 2.5% per annum,  or a current  rate of
12.0%. The principal is payable  incrementally as quartershare  sales are closed
based on a predetermined per unit amount, which approximates between 65% and 80%
of the net proceeds of each closing. The facility is collateralized by mortgages
against the project  sites  (including  the  completed  Grand  Summit  Hotels at
Killington,  Mt. Snow, Sunday River, Attitash Bear Peak and The Canyons, as well
as the recently  opened  Steamboat  Grand  Hotel),  and is subject to covenants,


                                       10
<PAGE>

representations and warranties customary for this type of construction facility.
The facility is non-recourse to American Skiing Company and its resort operating
subsidiaries  (although  it is  collateralized  by  substantial  assets of Grand
Summit  Resort  Properties,  having a total book  value of $198.5  million as of
October 29, 2000, which in turn comprise substantial assets of our business).

         Due to  construction  delays and cost increases at the Steamboat  Grand
Summit Hotel project,  Grand Summit Resort Properties entered into a $10 million
subordinated  loan  tranche with TFC Textron  Financial  on July 25, 2000.  This
facility has been used solely for the purpose of funding the  completion  of the
Steamboat  Grand Hotel.  The facility  bears interest at a fixed rate of 20% per
annum, payable monthly in arrears,  provided that only 50% of the amount of such
interest  shall be due and  payable  in cash and the other 50% of such  interest
shall,  if no events  of  default  exist  under the  subordinated  loan  tranche
facility or the construction  loan Textron  facility,  automatically be deferred
until the final  payment date.  As of December 3, 2000,  the amount  outstanding
under the subordinated loan tranche facility was $6.9 million.

         On October 17, 2000,  we sold our option  rights to certain real estate
in the South Lake Tahoe  Redevelopment  District to Marriott  Ownership Resorts,
Inc., a wholly owned  subsidiary  of Marriott  International,  for $8.5 million.
Pursuant  to the  terms of the  option  sale,  American  Skiing  Company  Resort
Properties received $4.09 million in cash proceeds on October 17, applied a $0.3
million previously received deposit and will receive an additional $4.09 million
from Marriott on January 15, 2001.  Simultaneously  with the closing of the sale
of its option rights, our July 28, 1998 development  agreement with Marriott was
terminated.  Management  believes that the  termination  of this  agreement will
allow  American  Skiing Company Resort  Properties to more  aggressively  market
certain  developmental  real estate at its Killington  and Steamboat  resorts to
other potential timeshare  investors.  In addition,  we continue to discuss with
Marriott a possible development at Killington, but have not and may not reach an
acceptable agreement regarding this parcel.

         Our fiscal 2001  business  plan  anticipates  starting  two real estate
projects in the spring and summer of 2001;  a Grand Summit Hotel at Heavenly and
townhomes  at  The  Canyons.  Commencement  of  these  projects  is  subject  to
satisfying  the  requisite  pre-sale  hurdles,  our cash flow  requirements  and
arranging appropriate financing for these projects.

     Long-Term. Our primary long-term liquidity needs are to fund skiing-related
capital  improvements  at certain of our resorts,  development of our slope side
real estate and the  mandatory  redemption  of our Series A  Preferred  Stock on
November 15, 2002.  With respect to capital  needs,  we have  invested over $185
million in skiing  related  facilities  since the beginning of fiscal 1998. As a
result,  and in  keeping  with  restrictions  imposed  under the  senior  credit
facility,  we expect our resort  capital  programs for the next  several  fiscal
years will be more limited in size.  Our fiscal 2001 resort  capital  program is
estimated at approximately  $13 million (of which $4.6 million had been expended
as of December 3, 2000), plus an additional estimated $18 million to be expended
on the Heavenly  Gondola project (of which $12.2 million had been expended as of
December 3, 2000).

         For  our  2001  and  2002  fiscal  years,   we  anticipate  our  annual
maintenance  capital needs to be  approximately  $10 to $12 million.  There is a
considerable degree of flexibility in the timing and, to a lesser degree,  scope
of our growth capital program.  Although  specific  capital  expenditures can be
deferred for extended  periods,  continued growth of skier visits,  revenues and
profitability   will  require  continued   capital   investment  in  on-mountain
improvements.

     Our practice is to finance on-mountain capital  improvements through resort
cash flow, capital leases and our senior credit facility.  The size and scope of
the capital  improvement program will generally be determined annually depending
upon the strategic importance and expected financial return of certain projects,
future availability of cash flow from each season's resort operations and future
borrowing  availability  and  covenant  restrictions  under  the  senior  credit
facility.  The senior credit  facility places a maximum level of non-real estate
capital expenditures for fiscal 2002 and beyond at the lesser of $35 million, or
the total of the non-real estate development  subsidiaries'  consolidated EBITDA
for the four fiscal  quarters  ended in April of the  previous  fiscal year less
consolidated debt service for the same period. In addition,  we are permitted to
and expect to make  capital  expenditures  of up to $30 million for the purchase
and construction of a new gondola at our Heavenly resort in Lake Tahoe,  Nevada.
Construction  on the Heavenly  gondola began in June, 2000 and as of December 3,
2000,  we  had  expended  approximately  $19.5  million  on  this  project.  Our
management believes that these capital expenditure amounts will be sufficient to
meet our non-real estate capital improvement needs for the near future.

         Our business plan  anticipates  the development of Grand Summit hotels,
condominium  hotels  and  townhouses  at our  resort  villages  at The  Canyons,
Heavenly, Killington, Steamboat and Sunday River. The timing and extent of these
projects  are subject to local and state  permitting  requirements  which may be


                                       11
<PAGE>

beyond our control,  as well as our cash flow  requirements and the availability
of external capital.  Our real estate development is undertaken through our real
estate  development  subsidiary,  American  Skiing  Company  Resort  Properties.
Recourse on debt incurred to finance this real estate  development is limited to
American Skiing Company Resort  Properties and its  subsidiaries,  which include
Grand  Summit  Resort  Properties.  This debt is usually  collateralized  by the
projects  that it  finances,  which,  in some cases,  constitute  a  significant
portion of our assets. As of October 29, 2000, the total assets  collateralizing
the real  estate  facilities,  and  included  in the  accompanying  consolidated
balance sheet,  totaled  approximately  $288.9 million.  American Skiing Company
Resort  Properties'  eight  existing  development  projects are currently  being
funded by the  second  amended  real  estate  facility,  the  construction  loan
facility and a separate  construction  loan  facility for the final phase of the
Locke  Mountain  Townhomes  at Sunday  River.  The  Locke  Mountain  project  is
currently 100% sold and through  December 3, 2000, we have realized $1.9 million
in proceeds from closings and we have completely paid down the construction debt
for this project.

         We expect to undertake future real estate development  projects through
special  purpose   subsidiaries  with  financing   provided   principally  on  a
non-recourse  basis to us and our resort operating  subsidiaries.  Although this
financing is expected to be non-recourse to us and our resort  subsidiaries,  it
will likely be  collateralized  by our existing and future real estate  projects
that may constitute  significant assets to us. Required equity contributions for
these projects must be generated before they can be undertaken, and the projects
are  subject to  mandatory  pre-sale  requirements  as well as other key project
criteria under the second  amended real estate  facility.  Potential  sources of
equity  contributions  include sales proceeds from existing real estate projects
and assets, (to the extent not applied to the repayment of indebtedness) and the
possible  sale of equity or debt  interests in American  Skiing  Company  Resort
Properties or its real estate development  subsidiaries.  Financing  commitments
for future real estate  development do not currently  exist, and we can offer no
assurance that they will be available on satisfactory terms. We will be required
to establish both equity sources and construction  facilities or other financing
arrangements for our projects before undertaking them.

         We have  outstanding  $36  million of  mandatorily  redeemable  10 1/2%
preferred stock, with an accreted value of $50.0 million as of October 29, 2000.
The mandatorily redeemable 10 1/2% preferred stock is exchangeable at the option
of the holder  into our common  stock at a  conversion  price of $17.10 for each
common share.  We expect to hold the  mandatorily  redeemable 10 1/2%  preferred
stock until its maturity  date of November  15,  2002,  at which time we will be
required  to redeem the  mandatorily  redeemable  10 1/2%  preferred  stock at a
redemption price of approximately $62 million. We can give no assurance that the
necessary  liquidity will be available or that we will meet  requirements of our
debt facilities to effect the redemption on a timely basis.

   Changes in Results from Operations for the 13 Weeks Ended October 29, 2000
                Compared to the 13 Weeks ended October 24, 1999

Resort Operations:
         Resort  revenues  increased  slightly  in the  first  quarter  of  2001
compared  to the first  quarter  of fiscal  2000,  from  $20.8  million to $20.9
million.  Included  in our fiscal  2000  resort  revenues  were $1.6  million in
non-recurring  gains  from asset  sales,  for which  there  were no  comparative
amounts in fiscal 2001.  Exclusive  of these gains from asset  sales,  our first
quarter  resort  revenues  actually  increased  by $1.7 million over last year's
first quarter.  The Canyons Grand Summit Hotel, which opened for business during
the second  quarter of fiscal  2000,  generated  approximately  $2.2  million in
lodging and food & beverage  revenues in the first quarter of 2001,  and the new
Steamboat  Grand  Hotel,  which  opened  towards  the end of the first  quarter,
contributed  another $0.3 million in resort revenues.  Slightly offsetting these
increased  revenues from hotel  operations  were lower golf and summer  activity
revenues  due to cool,  wet  weather  in the east  and one less  week of  summer
activity  during this  quarter vs the same quarter  last year.  In addition,  we
generated lower retail revenues due to reduced  inventory  liquidation  activity
this year, in contrast to last years unusually large liquidation effort.

         Our Resort  segment  generated a $29.9 million loss before income taxes
and preferred  dividends  for the current  fiscal  quarter,  compared to a $28.1
million loss in the first quarter of fiscal 2000.  Exclusive of the $1.6 million
non-recurring  gain from asset sales in fiscal 2000 referred to above, our first
quarter Resort  segment  operating loss increased by $0.2 million over the first
quarter of fiscal 2000 due to the following:

i.   Resort  EBITDA  (earnings  before  taxes,  depreciation  and  amortization)
     increased by $0.7 million over fiscal 2000,  exclusive of the non-recurring
     gains from asset sales

ii.  Resort depreciation and amortization  increased by $0.5 million over fiscal
     2000

iii. Resort interest expense increased by $0.4 million over fiscal 2000



                                       12
<PAGE>

         The $0.7 million increase in Resort EBITDA is net of approximately $0.8
million in pre-opening expenses incurred at the Steamboat Grand Hotel leading up
to its opening  late in the first  quarter of fiscal  2000.  Exclusive  of these
pre-opening  charges,  our Resort  EBITDA would have  increased by $1.5 million,
mainly due to:

(i)      a $0.6  million  improvement  in retail  margins  over last year due to
         improved inventory management;

(ii)     lower marketing,  sales and administrative costs in fiscal 2001 (a $0.5
         million  decrease,  excluding  $0.2  million of  Steamboat  Grand Hotel
         marketing  expenses),  mainly due to lower marketing expenses resulting
         from the elimination of certain corporate level marketing activities;

(iii)    a $0.3 million increase from sponsorship and events activity  resulting
         from earlier completion of some agreements than in the prior year.


Real Estate Operations:
         Real estate revenues  increased by $24.7 million in the current quarter
compared to fiscal 2000,  from $2.5 million to $27.2  million.  During the first
quarter of 2001, we began delivering  quartershare  units in the recently opened
Steamboat  Grand Hotel,  from which we realized  $15.6  million in revenues from
closings of pre-sold  units.  We also  continued to realize sales at The Canyons
Grand Summit Hotel,  which opened in the second  quarter of fiscal 2000.  During
the first quarter of 2001,  we realized $5.3 million from sales of  quartershare
units at The Canyons Grand Summit.  Continuing  sales of  quartershare  units of
Grand Summit Hotels at the Company's Eastern resorts contributed $0.8 million in
real estate  revenues  for the current  quarter  compared to $2.1 million in the
third quarter of fiscal 2000, a decrease of $1.3  million.  Although the pace of
unit sales has slowed over time, the overall  sell-out of these projects remains
strong  as both the  Jordan  Grand at  Sunday  River  and the  Grand  Summit  at
Killington  are now over 95% sold-out,  with the Grand Summit at Mount Snow over
75% and Attitash Bear Peak over 58% sold-out.

         Also in the first  quarter of fiscal 2001, we sold our option rights to
certain real estate in the South Lake Tahoe  Redevelopment  District to Marriott
Ownership  Resorts,  Inc., a wholly owned subsidiary of Marriott  International,
for $8.5 million.  Pursuant to the terms of the option sale,  we received  $4.09
million in cash proceeds and applied a $0.3 million previously received deposit,
for a total of $4.4  million  of  realized  revenue  in the  first  quarter.  We
anticipate that we will receive the remaining  $4.09 million from Marriott,  and
subsequently realize it as real estate revenue, during our second fiscal quarter
of 2001.

         Our Real Estate  segment  generated a loss before  income taxes of $2.6
million for the first quarter of fiscal 2001, compared to a $2.8 million loss in
the first  quarter of fiscal 2001.  The current year  operating  loss is derived
from $3.6 million in real estate  EBITDA,  offset by $5.8 million in real estate
interest expense and $0.4 million in real estate  depreciation and amortization.
The  comparative  breakdown  from the first  quarter  of fiscal  2000 was a real
estate EBITDA loss of $0.7 million, real estate interest expense of $1.8 million
and real estate depreciation and amortization of $0.3 million.  Our sale of land
options rights at South Lake Tahoe to Marriott  contributed $3.3 million in real
estate EBITDA in the quarter.  The delivery of  quartershare  units in the Grand
Summit  Hotels at The Canyons and Steamboat  generated  $0.6 and $0.2 million in
EBITDA,  respectively,  during the current quarter. The $4.0 million increase in
real estate  interest  expense was  primarily  due to an increase in real estate
debt outstanding in fiscal 2001 and lower capitalized interest due to completion
of the  Sundial  Lodge and the Grand  Summit  Hotel at The Canyons in the second
quarter of fiscal 2000.

         Cumulative  effect of  accounting  changes of $2.5 million (net of $1.5
million tax  provision) in fiscal 2001 resulted from recording the fair value of
non-hedging  derivatives  on our balance  sheet in  connection  with our initial
adoption  of SFAS No. 133  Accounting  for  Derivative  Instruments  and Hedging
Activities,  SFAS No. 137  Accounting  for  Derivative  Instruments  and Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No. 133 - an
Amendment  of FASB  Statement  No. 133 and SFAS No. 138  Accounting  for Certain
Derivative  Instruments  and Certain  Hedging  Activities - an Amendment of FASB
Statement No. 133.

         The  cumulative  effect of  accounting  changes of $0.7 million (net of
$0.4 million tax benefit) in fiscal 2000  resulted from our write-off of certain
capitalized  start-up costs relating to our hotel and retail  operations and the
opening of The Canyons resort in fiscal 1998.  The accounting  change was due to
our adoption of AICPA  Statement of Position  98-5,  "Reporting  on the Costs of
Start-up  Activities".  SOP 98-5 requires the expensing of all start-up costs as
incurred, rather than capitalizing and subsequently amortizing such costs.



                                       13
<PAGE>

      Accretion  of discount and  dividends  accrued on  mandatorily  redeemable
preferred stock increased $0.9 million,  from $4.8 million for the first quarter
of fiscal  2000 to $5.7  million  for the  current  quarter.  This  increase  is
primarily  attributable  to the  compounding  effect of  accruing  dividends  on
150,000  shares of the Series B Preferred  Stock issued to Oak Hill in the first
quarter of fiscal  2000.  We are  currently  accruing  dividends on the Series B
Preferred  Stock at an effective rate of 9.7%,  compounded  quarterly,  assuming
that  dividends  will not be paid in cash  until  the fifth  anniversary  of the
issuance,  which will cause the dividend  rate to  incrementally  increase up to
10.5% by the end of the fifth year.

                           Forward-Looking Statements

         Certain information  contained in this report includes  forward-looking
statements,  the  realization of which may be impacted by the factors  discussed
below.  The  forward-looking  statements  are made  pursuant  to the safe harbor
provisions of the Private Securities  Litigation Reform Act of 1995. This report
contains forward looking statements that are subject to risks and uncertainties,
including,  but not limited to: uncertainty as to future financial results;  our
substantial  leverage;  the capital  intensive  nature of development of our ski
resorts;  rapid and substantial  growth that could place a significant strain on
our  management,   employees  and  operations;   uncertainties  associated  with
obtaining  additional financing for future real estate projects and to undertake
future capital  improvements;  demand for and costs  associated with real estate
development;  changes in market  conditions  affecting  the  interval  ownership
industry;  regulation  of  marketing  and sales of our  quartershare  interests;
seasonality of resort revenues; fluctuations in operating results; dependence on
favorable weather  conditions;  the discretionary  nature of consumers' spending
for skiing,  destination vacations and resort real estate; regional and national
economic conditions; laws and regulations relating to our land use, development,
environmental  compliance and permitting  obligations;  termination,  renewal or
extension terms of our leases and United States Forest Service permits; industry
competition;  the  adequacy of water supply at our  properties;  and other risks
detailed  from time to time in our  filings  with the  Securities  and  Exchange
Commission.  These risks could cause our actual results for fiscal year 2001 and
beyond  to  differ  materially  from  those  expressed  in any  forward  looking
statements  made by, or on behalf of, us. The foregoing  list of factors  should
not be construed as  exhaustive  or as any  admission  regarding the adequacy of
disclosure  that  we  have  made  prior  to  the  date  of  this  report  or the
effectiveness of the Private Securities Litigation Reform Act.


                                     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  included in Item 7A of Form 10-K as filed
with the Securities and Exchange Commission on October 26, 2000.


                                       14
<PAGE>

                           Part II - Other Information


                                     Item 6
                        Exhibits and Reports on Form 8-K

a) Exhibits

         Included  herewith is the Financial Data Schedule  submitted as Exhibit
27 in accordance with Item 601(c) of Regulation S-K.

b) Reports on Form 8-K

The  Company  filed a report  on Form  8-K on  August  2,  2000,  reporting  the
following:

i.       Securities Purchase Agreement dated July 31, 2000 among the Registrant,
         American  Skiing Company Resort  Properties,  Inc. and Oak Hill Capital
         Partners, L.P.

ii.      Second Amended and Restated Credit  Agreement dated July 31, 2000 among
         American Skiing Company Resort  Properties,  Inc., Fleet National Bank,
         as Agent, and the other Lenders party thereto.

iii.     Amendment  to  Stockholders'  Agreement  dated July 31,  2000 among the
         Registrant, Oak Hill Capital Partners, L.P. and Leslie B. Otten.




<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.



Date: December 8, 2000                              /s/ Christopher E. Howard
-------------------------------                 --------------------------------
                                                   Christopher E. Howard
                                                   Executive Vice President
                                                   (Duly Authorized Officer)


Date:  December 8, 2000                            /s/ Mark J. Miller
-------------------------------                  -------------------------------
                                                   Mark J. Miller
                                                   Senior Vice President
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)