American Skiing Company and Subsidiaries



                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE QUARTER ENDED OCTOBER 26, 1997

                        --------------------------------
                        Commission File Number 333-33483
                        --------------------------------

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

         Maine                                 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) 824-5196
              (Registrant's telephone number, including area code)
                                 Not Applicable
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

         Indicated 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  of Class A common  stock  $.01  par  value  and
16,120,044  shares of common  stock $.01 par value  outstanding  as of May 7,
1998.

<PAGE>


                                Table of Contents

Part I - Financial Information

Item 1. Financial Statements

         Condensed Consolidated Statement of Operations (Unaudited)
         for the three months ended October 26, 1997
         and October 27, 1996..................................................2

         Condensed Consolidated Balance Sheet
         as of October 26, 1997 (Unaudited)and July 27, 1997...................4

         Condensed  Consolidated  Statement  of Cash Flows  (Unaudited)  for the
         three months ended October 26, 1997
         and October 27, 1996..................................................6

         Notes to Condensed Consolidated Financial Statements
         (Unaudited) ..........................................................8

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

         General..............................................................11

         Liquidity and Capital Resources......................................11

         Changes in Results of Operations.....................................14

         Changes in Financial Condition.......................................16

         Subsequent Events....................................................17

         Forward-Looking Statements...........................................18

Part II - Other Information

         Item 2.  Changes in Securities and Reports filed
                  on Form 8K..................................................20

         Item 4.  Submission of Matters to Vote of Security
                  Holders.....................................................20

         Item 6. Exhibits.....................................................21





                                       i
<PAGE>




                         Part I - Financial Information
                                     Item 1
                              Financial Statements

This Form 10-Q/A is filed by American  Skiing Company ("ASC") for itself and its
following wholly-owned subsidiaries:

Sunday River Skiway Corporation            Sunday River, Ltd.
Sunday River Transportation                Perfect Turn, Inc.
LBO Holding, Inc.                          Sugarbush Resort Holdings, Inc.
Mountain Wastewater Treatment, Inc.        Sugarbush Leasing Company
Sugarbush Restaurants, Inc.                Cranmore, Inc.
Grand Summit Resort Properties, Inc.       S-K-I Limited
Killington, Ltd.                           Mount Snow, Ltd.
Waterville Valley Ski Area, Ltd.           Sugarloaf Mountain Corporation
Killington Restaurants, Inc.               Dover Restaurants, Inc.
Resort Technologies, Inc.                  Resort Software Services, Inc.
Mountainside                               Sugartech
Deerfield Operating Company                Pico Ski Area Management Company
SKI Insurance                              Mountain Water Company
Killington West, Ltd.                      Club Sugarbush, Inc.
ASC East, Inc.                             ASC West, Inc.
ASC Utah

         As used  herein the term the  "Company"  means and  refers to  American
Skiing  Company and the  subsidiary  registrants  listed above on a consolidated
basis.




                                       1
<PAGE>



<TABLE>
                         Part I - Financial Information
                           Item 1 Financial Statements

                 Condensed Consolidated Statement of Operations
               (In thousands, except share and per share amounts)

<CAPTION>
                                                                For the three months ended
                                                   October 26, 1997                    October 27, 1996
                                                      (unaudited)                        (unaudited)

<S>                                                        <C>                        <C>        
Net  revenues:
  Resort                                                   $13,811                    $    11,728
  Real estate                                                  810                          1,569
                                                  ------------------------------------------------------------

    Total net revenues                                      14,621                         13,297
                                                  ------------------------------------------------------------

Operating expenses:
  Resort                                                    17,808                         15,034
  Real estate                                                  925                          1,032
  Marketing, general and administrative                      6,845                          4,792
  Stock option charge (note 7)                              14,254
  Depreciation and amortization                              1,506                          1,527
                                                  ------------------------------------------------------------

Total operating expenses                                    41,338                         22,385

Loss from operations                                       (26,717)                        (9,088)

Interest expense                                             8,448                          7,514
                                                  ------------------------------------------------------------

Loss before benefit for income taxes
 and minority interest in loss of subsidiary               (35,165)                       (16,602)

Benefit for income taxes                                   (13,714)                        (6,309)

Minority interest in loss of subsidiary                       (456)
                                                  ------------------------------------------------------------

Net loss                                                   (20,995)                       (10,293)

Accretion of discount and dividends accrued on 
mandatorily redeemable preferred stock                    $  2,431                     $         -
                                                 -------------------------------------------------------------


</TABLE>





                                       2
<PAGE>




<TABLE>
           Condensed Consolidated Statement of Operations (Continued)
               (In thousands, except share and per share amounts)

<CAPTION>
                                                                 For the three months ended
                                                         October 26, 1997               October 27, 1996
                                                              (unaudited)                 (unaudited)

<S>                                                          <C>                        <C>          
Net loss available to common shareholders                    $  (23,426)                $    (10,293)
                                                        ====================================================


Net loss per Class A common and common shares 
outstanding (note 4)                                         $    (1.59)                $     (10.52)
                                                        ====================================================

Retained earnings, beginning of the period                  $    12,305                $      18,131

Net loss available to Common Shareholders                       (23,426)                     (10,293)
                                                        ----------------------------------------------------

                                                        ====================================================
Retained earnings (accumulated deficit), 
end of period                                                $  (11,121)                $       7,838
                                                        ====================================================

Weighted average common shares 
outstanding                                                   14,760,530                      978,300
                                                        ====================================================




See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                       3
<PAGE>




<TABLE>

                      Condensed Consolidated Balance Sheet
               (In thousands, except share and per share amounts)
<CAPTION>

                                        October 26, 1997                 July 27, 1997
                                           (unaudited)


<S>                                          <C>                            <C>     
Assets
Current assets
  Cash and cash equivalents                  $  6,214                       $ 15,558
  Restricted cash                               6,762                          2,812
  Deposit                                      11,010
  Accounts receivable                           4,358                          3,801
  Inventory                                    12,102                          7,282
  Prepaid expenses                              2,536                          1,579
  Deferred tax assets                             422                            422
                                --------------------------------------------------------------
      Total current assets                     43,404                         31,454

  Property and equipment, net                 271,082                        252,346
  Goodwill                                     10,595                         10,664
  Deferred financing costs                      9,171                          9,431
  Long-term investments                         3,380                          3,507
  Other assets                                  8,997                          6,398
  Real estate developed for sale               45,478                         23,540
                                ===============================================================

     Total assets                          $  392,107                     $  337,340
                                ===============================================================

</TABLE>



                                       4
<PAGE>


<TABLE>

                      Condensed Consolidated Balance Sheet
               (In thousands, except share and per share amounts)
<CAPTION>

                                                                   October 26, 1997            July 27, 1997
                                                                      (unaudited)
<S>                                                                  <C>                      <C>         
Liabilities Mandatorily Redeemable Preferred
Stock, and Shareholders' Equity
Current liabilities
    Line of credit and current portion of long-term debt             $   36,236               $     39,748
    Accounts payable and other current liabilities                       40,719                     24,857
    Deposits and deferred revenue                                        14,657                      4,379
    Demand note, shareholder                                              1,933                      1,933
    Due to affiliate                                                         95                          -
                                                             -----------------------------------------------------

      Total current liabilities                                          93,640                     70,917


    Long-term debt, excluding current portion                           255,045                    196,582
    Other long-term liabilities                                           8,200                      8,779
    Minority Interest                                                       170                        626
    Deferred income taxes                                                14,660                     28,514
                                                              -----------------------------------------------------

                      Total liabilities                                 371,715                    305,418

Mandatorily  redeemable  preferred  stock  Series A, 
    par value  $1,000 per share 200,000 shares authorized;  
    17,500 issued and outstanding; net or unaccreted
    issuance costs and including accretion or discount 
    and cumulative  dividends in arrears (redemption 
    value of 18,402)                                                     18,402                     16,821
Shareholders' Equity
  Common stock, Class A, par value $.01 per share, 15,000,000 
  shares authorized; 14,760,530 issued and outstanding;                      10                         10


  Additional paid-in capital                                             13,101                      2,786
  Retained earnings                                                    (11,121)                     12,305
                                                                -----------------------------------------------------

    Total shareholders' equity                                            1,990                     15,101

                                                                -----------------------------------------------------
Total liabilities, mandatorily redeemable
preferred stock and shareholders' equity                             $  392,107              $     337,340

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

See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                       5
<PAGE>



<TABLE>
                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)

<CAPTION>
                                                                  For the three months ended
                                                        October 26, 1997               October 27, 1996
                                                           (unaudited)                   (unaudited)

<S>                                                      <C>                            <C>         
Net loss                                                 $   (20,995)                   $   (10,293)
Adjustments to reconcile net loss to net
  cash (used in)provided by operating
  activities:
  Minority Interest                                             (456)
  Depreciation and amortization                                3,001                          1,527
  Discount on convertible debt                                   927                              -
  Deferred income taxes                                      (13,854)                        (5,789)
  Stock option charge                                         14,254
  Decrease (increase) in assets:
     Restricted cash and investments held in escrow           (3,950)                          (177)
     Deposits                                                (11,010)
     Accounts receivable                                        (557)                            71
     Inventory                                                (3,520)                          (562)
     Prepaid expenses                                           (957)                          (457)
     Real estate developed for sale                          (21,938)                              -
     Other current assets                                                                        85
     Other assets                                             (2,698)                           904
  Increase (decrease) in liabilities:
     Accounts payable and other current                                                                   
       liabilities                                              9,381                           9,897
     Deposits and deferred revenue                             10,278                           7,136
     Other long-term liabilities                                  302                              -
                                               -------------------------------------------------------------
  Net cash flow (used in) provided by
    operating activities                                      (41,792)                          2,342

Cash flows from investing activities:
  Capital expenditures                                        (19,249)                         (7,333)
  Additions to assets held for resale                               -                          (3,285)
  Payments for purchases of businesses                              -                          (2,492)
  Long-term investments                                           127                          (498)
  Due to affiliate                                                 95
                                                -------------------------------------------------------------

  Net cash used in investing activities                  $    (19,027)                  $    (13,608)
                                                -------------------------------------------------------------

</TABLE>


                                       6
<PAGE>



<TABLE>
           Condensed Consolidated Statement of Cash Flows (continued)
                                 (In thousands)

<CAPTION>
                                                                             For the three months ended
                                                                  October 26, 1997              October 27, 1996
                                                                     (unaudited)                   (unaudited)
<S>                                                                  <C>                         <C>   
  Cash flows from financing activities:
  Net proceeds from senior credit facility                           $     1,189                 $           -
  Payments of long-term debt                                                (935)                            -
  Deferred financing costs                                                   (50)                            -
  Reductions on demand note shareholder                                                                  (621)
  Proceeds from long-term debt                                            17,818                       11,689
  Proceeds from construction loan                                         33,453                             -
                                                         ------------------------------------------------------

  Net cash provided by financing activities                               51,475                       11,068


  Net increase (decrease) in cash and cash equivalents                    (9,344)                        (198)

  Cash and cash equivalents, beginning of period                          15,558                        4,087

                                                          ------------------------------------------------------
  Cash and cash equivalents, end of period                           $     6,214                 $      3,889
                                                          ======================================================


See accompanying notes to condensed consolidated financial statements.

</TABLE>





                                       7
<PAGE>



Notes to (Unaudited) Condensed Consolidated Financial Statements

         1. Amendment to Form 10-Q.  The Form 10-Q for the quarter ended
October 26, 1997, as originally  filed on December 22, 1997, has been amended to
restate the statement of operations to reflect $0.9 million of interest  expense
on the Senior  Exchangeable Notes, not previously  recorded,  to account for the
conversion  feature under the Securities  Purchase  Agreement(as  defined in the
Form S-1 filed by the  Company on November  6,  1997).  The Senior  Exchangeable
Notes  were  subsequently  exchanged  for  shares  of  the 10  1/2%  Convertible
Preferred Stock upon the closing of the Company's initial public offering of its
common stock in accordance with the Preferred  Exchange Offer (as defined in the
Form S-1 filed by the Company on November 6, 1997). The amendment  results in an
increase of $.6 million,  net of the related income tax benefit, in the net loss
for the quarter from $20.4 million, as originally filed, to $21.0 million and an
increase in the basic and diluted net loss per share for the quarter  from $1.55
to $1.59.

         In addition,  the Form 10-Q, as originally  filed on December 22, 1997,
has been amended to restate the balance sheet to reflect a $0.9 million  reclass
from Series A  Mandatorily  Redeemable  Preferred  Stock to  additional  paid-in
capital to account for the  conversion  feature  under the  Securities  Purchase
Agreement.  The Series A Mandatorily Redeemable Preferred Stock was subsequently
exchanged for shares of the 10 1/2% Convertible Preferred Stock upon the closing
of the Company's initial public offering of its common stock.

         2. General. In the opinion of the Company,  the accompanying  unaudited
condensed consolidated financial statements contain all adjustments necessary to
present fairly the financial  position of the Company as of October 26, 1997 and
July 27, 1997,  the results of operations for the three months ended October 26,
1997 and October 27, 1996,  and the statement of cash flows for the three months
ended  October 26, 1997 and October 27, 1996.  All  adjustments  are of a normal
recurring nature.  The unaudited  condensed  consolidated  financial  statements
should  be read in  conjunction  with  the  following  notes  and the  Company's
consolidated  financial  statements in the Form S-1,  Amendment No. 4 filed with
the Securities and Exchange Commission on November 5, 1997.

         3. Inventories.  Inventories are stated at the lower of cost (first-in,
first-out) or market,  and consist  primarily of retail goods, food and beverage
products and maintain operating supplies.


         4.  Income  Taxes.  The  benefit  for  taxes  on  income  is based on a
projected  annual  effective  tax  rate of  39%.  The net  deferred  income  tax

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<PAGE>

liability  includes the  cumulative  reduction in current  income taxes  payable
resulting  principally  from the excess of depreciation  reported for income tax
purposes over that reported for financial reporting purposes.

         5. Seasonal Business. Results for interim periods are not indicative of
the results  expected for the year due to the seasonal  nature of the  Company's
business which is the development and operation of ski resorts.

         6. Net Income per Common Share. Net income per common share figures are
based on the  weighted  average  number of shares  outstanding  during the first
quarter of fiscal  1998 and 1997 of  14,760,530  and 978,300  respectively.  The
shares  outstanding are the actual shares  outstanding for both common stock and
Class A common stock.  On a pro forma basis using the  outstanding  shares as of
May 7, 1997,  loss per share for the Quarter ended October 26, 1997 including
Class A common and common stock would have been $(.78) per share. This pro forma
loss per share  includes the increase in shares  outstanding  from the Company's
initial public offering that closed on November 12, 1997.

         7.  Adjustments  and  Reclassifications.  Certain  amounts in the prior
unaudited condensed  consolidated financial statements and the audited financial
statements  filed  with  the  Fourth  Amendment  to the  Company's  Registration
Statement on November 5, 1997 with the Securities and Exchange  Commission  have
been reclassified to conform to the current presentation.

     8. Stock option plan. The Company recorded a compensation expense charge of
$14.3 million in the quarter  ended  October 26, 1997 to recognize  compensation
expense for stock  options  granted to certain key members of  management.  This
charge is based on the  difference  between the exercise  price of $2.00 and the
fair market value as of the date of grant of $18.00.  Certain senior  management
are also being  granted a cash payment on the date the options are  exercised to
cover individual Federal and State income tax liability  generated by exercising
the options.  The estimated amount of the tax liability  payment of $5.7 million
has been fully accrued along with the stock option  compensation  charge of $8.6
million.

         9.  Guarantors of Debt. One of the main  subsidiaries of the Company is
ASC East,  Inc.  ASC East,  Inc.  files its own Form 10-Q  because  of notes and
subordinated  notes  that  were  registered  with the  Securities  and  Exchange
Commission on Form S-4 with the Securities  and Exchange  Commission on November
22,  1996.  These  notes and  subordinated  notes are fully and  unconditionally

                                       9
<PAGE>

guaranteed by ASC East, Inc. and all of its  subsidiaries  with the exception of
Grand Summit Resort Properties,  Inc., Ski Insurance  Company,  Killington West,
Ltd.,  Mountain  Water  Company,  and Club  Sugarbush.  All  required  financial
information  associated  with these notes and  "non-guarantor"  disclosures  are
included in the 10-Q for the quarter ended  October 26, 1997 for ASC East,  Inc.
filed with the Securities and Exchange Commission December 10, 1997.

         10. Subsequent events. On November 5, 1997, the Securities and Exchange
Commission declared effective the Company's Form S-1 Registration  Statement for
purposes of registering  the Company's  common stock.  On November 12, 1997, the
Company  settled the sale of (i) 833,333  shares of common stock directly to the
Principal  Shareholder at $18.00 a share (ii) 13,916,667  shares of common stock
to the public at $18.00 per share in the public  offering  by the  underwriters.
Total gross  proceeds of $265.5  million were  received in  connection  with the
offering.

         On  November  12,  1997  the  Company  closed  the  acquisition  of the
Steamboat and Heavenly resorts for a purchase price, including closing costs and
adjustments,  of approximately $298 million.  On a pro forma basis including the
results from the  Steamboat  and Heavenly  resorts  acquired  November 12, 1997,
total  revenues  for the  quarters  ended  October 26, 1997 and October 27, 1996
would have been $17,699 million and $16,551 million,  respectively; net loss for
the quarters ended October 26, 1997 and October 27, 1996 would have been $35,394
million and $19,532, respectively; and earnings per share would have been (using
the  outstanding  shares as of  December  22,  1997 of  29,510,530)  $(1.20) and
$(.66), respectively.

         On November 12,  1997,  the Company  entered into a new senior  secured
credit facility with a group of lenders pursuant to which the Company may borrow
up to $215 million.  A portion of the net proceeds of the common stock offering,
together with borrowings under the senior credit facility, were used to fund the
purchase of Steamboat and Heavenly ski resorts for  approximately  $290 million,
Also on  November  12,  1997 a portion of the  proceeds  from the  common  stock
offering were used to make a $35.6 million investment in the common stock of one
of the Company's major subsidiaries, ASC East, Inc. This investment in ASC East,
Inc. will primarily be used to redeem the Subsidiaries' outstanding subordinated
discount notes, on December 30, 1997.

         The  Company  is  also  in the  process  of  exchanging  shares  of the
Company's  common  stock  for  shares  of common  stock in a  subsidiary  of the
Company,  ASC East, Inc. This exchange is being made to enable three  beneficial
owners of the  minority  interests  to acquire  common  stock in the  Company at

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<PAGE>

substantially  the same  exchange  ratio  as  Leslie  B.  Otten,  the  principal
shareholder of the Company,  exchanged his shares of ASC East, Inc. common stock
for shares of common stock in connection with the formation of the Company.  The
Company believes that the  simplification of its  organizational  structure will
enable  the  Company to more  clearly  present  its  operations  to  prospective
investors and lenders, thereby enhancing the Company's ability to obtain capital
and expand  the  markets it serves and will  eliminate  potential  conflicts  of
interest between minority holders and shareholders of the Company.

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

                                     General

         We are pleased to present to you  management's  discussion and analysis
of financial condition and results of operations for the first quarter of fiscal
1998.  The results  reported do not include the Steamboat  and Heavenly  resorts
acquired  after the close of the first  quarter.  Pro forma revenue and net loss
for the first  quarter  of fiscal  1997 and 1998,  inclusive  of  Steamboat  and
Heavenly,  are provided under the discussion of "Subsequent Events." As you read
the  material  below,   we  urge  you  to  carefully   consider  our  condensed,
consolidated  financial statements and related notes contained elsewhere in this
report and the audited  financial  statements and related notes contained in our
Form S-1 Registration Statement filed November 5, 1997.

                         Liquidity and Capital Resources

         Short  Term.  The  Company's  primary  short term  liquidity  needs are
funding  seasonal  working  capital   requirements,   its  summer  1998  capital
improvement  program,  and  servicing  indebtedness.  The  summer  1998  capital
improvement program has two primary components (1) skiing related  improvements,
such as  lifts,  trails,  snow-making  equipment  and base  facilities,  and (2)
development of base area real estate.  Cash  requirements  for each activity are
provided by separate  sources.  The Company's  primary  sources of liquidity for
working capital and ski-related  capital  improvements  are unexpended  proceeds
from the initial public offering,  cash flow from operations of its subsidiaries
and borrowings under the its senior credit facility.  Real estate development is
funded primarily through construction  financing facilities established for each
major real estate development project.

         The Company established a new credit facility on November 12, 1997 (the
"New  Credit   Facility").   The  New  Credit   Facility  is  divided  into  two
sub-facilities,  $75 million of which (up to $65  million of which is  currently

                                       11
<PAGE>

available) is available for  borrowings by ASC East,  Inc. and its  subsidiaries
(the "East  Facility")  and $140 million of which is available for borrowings by
the Company excluding ASC East, Inc. and its subsidiaries (the "West Facility").
The East Facility consists of a six-year revolving credit facility in the amount
of $45 million and an  eighty-year  term  facility in the amount of $30 million.
The West Facility consists of a six-year revolving facility in the amount of $65
million and an eight-year term facility in the amount of $75 million.

         The  revolving  facilities  are  subject  to annual  30-day  clean down
requirements to an outstanding balance of not more than $10 million for the East
Facility  and not more  than $35  million  for the West  Facility.  The  maximum
availability under the revolving facilities will reduce over the term of the New
Credit Facility by certain prescribed amounts. The term facilities amortize at a
rate of approximately  1.0% of the principal amount for the first six years with
the  remaining  portion  of  the  principal  due  in  two  substantially   equal
installments  in years  seven and eight.  Beginning  July  1999,  the New Credit
Facility  requires  mandatory  prepayment of 50% of excess cash flows during any
period in which the ratio of the Company's  total senior debt to EBITDA  exceeds
3.50 to 1. In no event,  however,  will such mandatory prepayments reduce either
revolving  facility  commitment  below  $35  million.  The New  Credit  Facility
contains  affirmative,  negative and financial covenants customary for this type
of senior credit facility including  maintenance of customary  financial ratios.
Except for a leverage test, compliance with financial covenants is determined on
a consolidated basis  notwithstanding the bifurcation of the New Credit Facility
into  sub-facilities.  The East  Facility  is secured by  substantially  all the
assets of ASC East and its  subsidiaries,  except  our real  estate  development
subsidiaries,  which are not borrowers under the New Credit  Facility.  The West
Facility  is secured by  substantially  all the  assets of the  Company  and its
subsidiaries, except ASC East and its subsidiaries.

         The Company retained  approximately $15 million of unexpended  proceeds
from its initial public offering.

         ASC East,  Inc. is prohibited  under the  indenture  governing its $120
million 12% Senior  Subordinated  Notes due 2006 from paying dividends or making
other distributions to the Company.  Therefore,  excess cash flow from ASC East,
Inc.  cannot be  distributed  to the Company for use by the Company or its other
subsidiaries.

         The Company issued $17.5 million of  convertible,  preferred  stock and
$17.5 million  convertible  notes to fund  development at its new resort in Utah
called The Canyons.  Approximately  $20 million was  expended in  acquiring  and


                                       12
<PAGE>

developing the resort since July 3, 1997.  The remaining  proceeds are earmarked
for funding a portion of summer 1998 improvements at The Canyons.

         The  combination  of  unexpended   proceeds  from  its  initial  public
offering, cash flow from resort operations, the New Credit Facility and proceeds
remaining  from  the 10 1/2%  Convertible,  Exchangeable  Preferred  Stock  will
provide  sufficient funds to meet short term liquidity needs for working capital
and skiing related capital expenditures.

         The Company runs its real estate  development  through  single  purpose
subsidiaries.  Construction  of existing Grand Summit Hotel projects is financed
through an independent  construction  loan facility with recourse limited to the
real estate development  subsidiaries.  The facility is a customary construction
lending  facility  allowing for periodic draw down as  construction  progresses.
Each  advance  is subject to certain  conditions,  including  obtaining  certain
levels of  preconstruction  sales. The loan is secured by first mortgages on the
Grand  Summit  properties.  Principal  is repaid from 80% to 85% of the proceeds
generated by quartershare  sales.  The construction  facility matures  December,
2000.  This  facility,  together  with funds  invested by the  Company,  will be
sufficient to fund the Grand Summit  projects  scheduled for  completion for the
1997-1998 ski season.

         The Company intends to continue real estate  development at its eastern
resorts,  and initiate real estate  development  projects at its western resorts
during summer 1998.  This real estate  development  is not currently  funded and
will require construction  financing in order to proceed. It is anticipated that
construction  financing will be arranged on a limited  recourse basis similar to
our existing real estate  development  facilities;  however,  no commitments are
currently in place for the necessary facilities.

         Long Term. The Company's  primary long term liquidity needs are to fund
skiing  related  capital  improvements  at  certain  of its  resorts,  extensive
development of its slopeside real estate and any future  acquisitions  of resort
properties.

         The Canyons resort in Utah represents the Company's  largest  long-term
capital  need.  That resort will require an estimated  $40 million over the next
four years to fully develop  on-mountain  facilities in time for the 2002 Winter
Olympic Games.

         The investment  required at each of the other resorts varies  depending
upon the age and condition of its  facilities.  With the exception of Killington
and Mount Snow, the New England  resorts will generally  require less investment
due to the  investments  already  made at those  resorts  over the last  several

                                       13
<PAGE>

years. Killington, Mount Snow and the western resorts will require higher levels
of investment over the next several years to realize their full potential.

         There is a  considerable  degree of flexibility in the timing and, to a
lesser degree,  scope of these capital  improvements.  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.  The  Company's  practice  is to finance  on-mountain
capital  improvements  through resort cash flow and its senior credit  facility.
The  size  and  scope of the  capital  improvement  program  will  generally  be
determined  annually  depending upon future  availability of cash flow from each
season's resort  operations and future borrowing  availability  under the senior
credit facility.

         Development  of Grand  Summit  hotels at  several  resorts  and  alpine
villages at Sunday River,  Killington,  The Canyons and  Steamboat  will require
substantial  funding.  The Company expects to undertake  these projects  through
special purpose  subsidiaries with financing  provided  principally on a limited
recourse basis.  The Company's  ability to guarantee real estate  development is
limited to $25 million under the New Credit Facility.  Financing commitments for
future real estate  development  do not  currently  exist.  The Company  will be
required  to  establish  construction   facilities  for  these  projects  before
undertaking each development.

                        Changes in Results of Operations

First Quarter of Fiscal 1998 compared to First Quarter of Fiscal 1997.

     1. Resort Revenues.  Resort revenues increased 17.18% from $11.7 million to
$13.8 million.  This increase resulted primarily from(i) a $1.2 million increase
in retail  sales  from the  purchase  of two  retail  ski shop  operations  with
locations in Vermont,  New Hampshire,  and Maine; (ii) $.3 million increase from
the operation of the  Attitash/Bear  Peak Grand Summit Hotel,  completed  April,
1997;  and  (iii)a $.6  million  increase  from the  general  operations  of the
Company.

     2. Real Estate Revenues Real estate revenues decreased from $1.6 million to
$.8 million.  The  decrease is  attributable  to the  negative  impact of timing
differences, in sales of Locke Mountain townhouses at Sunday River offset by the
positive impact of  quartershare  sales at the  Attitash/Bear  Peak Grand Summit
Hotel.



                                       14
<PAGE>

     3. Cost of Resort  Operations.  Cost of resort  operations  increased 18.5%
from $15.0 million to $17.8 million.  This increase resulted primarily from: (i)
a $1.4 million  increase in costs  related to new retail  operations,  including
costs associated with the start up of the new retail locations; (ii) $.4 million
in costs related to the operation of the  Attitash/Bear  Peak Grand Summit Hotel
and:  (iii) $1.0  million  increase  due to the addition of Pico and The Canyons
operations.

     4. Cost of Real Estate Operations Cost of real estate operations  decreased
10% from $1.0 million to $.9 million. The decrease is primarily  attributable to
the difference in sales between the two periods and increased  operational costs
of its hotel  development  subsidiary during the first quarter of fiscal 1998 as
the Company nears completion of three quarter share hotels.

     5.   Marketing,   General  and   Administrative   Marketing,   general  and
administrative  costs  increased  42.8% from $4.8 million to $6.8  million.  The
primary reason for the increase was the establishment of the Company's corporate
offices,  increased  costs  associated with  coordinating  the activities of the
various  resorts and  increased  marketing  costs  associated  with the new Edge
program and direct to lift automated ticketing program.

     6. Stock option charge.  The company recorded a compensation  charge of
$14.3 million in the first  quarter  attributable  to stock  options  granted to
certain  key members of  management.  This charge  reflects  (i) the  difference
between the $2.00 exercise price and the $18.00 fair market value as of the date
of grant of the Company's  common stock,  and an accrual for payments to certain
senior management to cover all individual Federal and State income tax liability
generated upon exercise of the options.

                  Financial Condition and Results of Operations

         The following  discussion  and analysis of the financial  condition and
results  of  operations  of the  Company  should  be  read in  conjunction  with
consolidated  financial  statements  as of July 27,  1997 and for the year  then
ended,  as filed in Amendment  No. 4 to Form S-1 filed with the  Securities  and
Exchange Commission on November 5, 1997.




                                       15
<PAGE>

                         Changes in Financial Condition
          First Quarter of Fiscal 1998 Compared to Fiscal Year End 1997

         1. Cash and Cash Equivalents.  Cash and cash equivalents decreased $9.3
million.  The decrease is  attributable  to (1) the $11.0 million  earnest money
deposit  required in connection  with the acquisition of Steamboat and Heavenly,
and (2) a $1.7 million  increase in cash  balances due to the  Company's  normal
operating cycle.

          2. Restricted cash.  Restricted cash increased $4.0 million  primarily
due to a $3.7 million deposit to secure a land option at The Canyons.

          3. Inventory.  Inventory increased  approximately 66% or $4.8 million.
The  increase  is  attributable  primarily  to the  increase in retail 
locations.

         4. Prepaid  Expenses.  Prepaid expenses  increased 61% or $1.0 million.
$.5 million of the increase is due to the normal operating cycle of the Company,
and $.5  million is related to expense  in  developing  the  quartershare  hotel
projects.

         5. Property & Equipment.  Property and  equipment,  net increased 7% or
$18.7  million.  The  increase in property  and  equipment  is  attributable  to
implementation of the Company's capital improvement program.

          6. Other  assets.  Other  assets  increased  $2.6  million  due to the
acquisition of land purchase options at The Canyons.

         7. Real  Estate  Developed  for Sale.  Real estate  developed  for sale
increased  approximately  93% or  $22  million.  The  increase  is  attributable
primarily to the construction of three Grand Summit hotels at Killington,  Mount
Snow and Sunday River. The hotels will begin operations during the 1997/1998 ski
season.

         8. Current Portion of Long-term Debt. Current portion of long-term debt
decreased 9% or $3.5 million. The decrease is due to the construction  financing
for the Attitash Grand Summit hotel from quartershare sale proceeds.

         9. Accounts Payable and Accrued Expenses.  Accounts payable and accrued
expenses  increased 64% or $15.9 million.  The increase in accounts  payable and
accrued expenses was due to: (i) an approximate  $11.1 million increase in short
term payables due to capital  projects and preparation for the ski season;  (ii)


                                       16
<PAGE>

an increase in accrued  interest of $3.6 million  related to the  Company's  12%
senior subordinated debentures,  (iii) a decrease of $4.5 million related to the
timing of construction contract billings for the projects,  and (iv) an increase
of $5.7 related to the stock option charge described above.

         10.  Deposits and  Deferred  Revenues.  Deposits and deferred  revenues
increased approximately 235% or $10.3 million. The increase in deferred revenues
is attributable  primarily to pre-season sales of season passes and multiple day
ticket  products  for the  1997-1998  ski season and  lodging  deposits  for the
1997-1998 ski season.

         11. Long-term Debt.  Long-term debt increased 30% or $58.5 million. The
increase in long-term debt is principally  attributable to: (i) $37.1 drawn down
under the Grand Summit Resort  Properties,  Inc.  construction  loan facility to
fund Grand  Summit  construction;  (ii) a new $1  million  note  established  in
connection with Killington's purchase of its new retail operation; and (iii) $.9
million of  original  issue  discount  amortization  on the junior  subordinated
debentures; (iv) the issuance of a $17.5 million note to fund development at The
Canyons;  and (v) a $1.4  million  increase  attributable  to an increase in the
Company's senior credit facility due to normal operating cycle.

          12. Minority interest. Minority interest decreased 134% or $.8 million
due to the first-quarter operating loss.

         13. Deferred Income Taxes. Deferred income taxes decreased 49% or $13.9
million due to the Company's  income tax benefit  generated by the first quarter
operating loss.

         14.  Additional paid in capital.  Additional paid in capital  increased
370% or $10.3  million due primarily to the recording of the stock option charge
and the  accounting  for the  conversion  feature  for the Series A  Mandatorily
Redeemable Preferred Stock under the Securities Purchase Agreement.

         15. Retained Earnings. Retained earnings decreased $23.4 million due to
the Company's first quarter net loss.

                                Subsequent Events

     IPO  Closing and  Acquisition.  The  Company  closed on the initial  public
offering of 14.75 million  shares of its common stock on November 12, 1997.  The
proceeds  were  primarily  used to (1) fund the  acquisition  of  Steamboat  and
Heavenly in an amount  totaling $173.3  million,  (2)redeem ASC East,  Inc.'s 13
3/4% subordinated  discount notes due 2007 for an aggregate  redemption price of
approximately  $27.7  million,  and (3) repay  approximately  $7.7  million of a


                                       17
<PAGE>

subsidiary's  outstanding  debt  inconnection  with the closing of the Company's
initial public offering.  The Company has retained  approximately $14 million of
offering proceeds in temporary investments.

         On a pro forma basis  including  the  results  from the  Steamboat  and
Heavenly  resorts  acquired  November 12, 1997,  total revenues for the quarters
ended October 26, 1997 and October 27, 1997 would have been $17,699  million and
$16,551 million,  respectively; net loss for the quarters ended October 26, 1997
and October 27, 1996 would have been $35,394 million and $19,532,  respectively;
and  earnings  per share  would have been  (using the  outstanding  shares as of
December 22, 1997 of 29,510,530) $(1.20) and $(.66), respectively.

         New Credit  Facility.  The Company  established the New Credit Facility
described   above  under  the   heading   "Liquidity   and  Capital   Resources"
contemporaneously  with the  closing  of its  initial  public  offering  and the
acquisition of steamboat and Heavenly on November 12, 1997.

         10 1/2% Convertible,  Exchangeable  Preferred Stock.  Contemporaneously
with the other  November  12,  1998  closings  the Company  converted  its $17.5
million  principal amount of convertible notes and its $17.5 million face amount
of convertible  preferred at a conversion price,  including accrued interest and
accumulated   dividends,   of  $37.3  million  into  its  10  1/2%  convertible,
exchangeable preferred stock.

     Consent  Solicitation.   Contemporaneously  with  the  other November  12,
1997  closings,  the  Company  closed the  Consent Solicitation transaction 
described in its Registration Statement.

         Significant Transactions.  The Company consummated a land exchange with
the State of Vermont on December 1, 1997.  The  exchange  results in the Company
coming into ownership of over 1,000 acres of valuable development real estate at
the base of the Killington resort.

                           Forward-Looking Statements

         Certain of the  statements  contained  in this  section of the  report,
including  those under  "Financial  Condition," are  forward-looking.  While the
Company  believes that these  statements  are  accurate,  its business is highly
seasonal  and is  dependent  upon weather and general  economic  conditions  and
various  conditions  specific to its industry.  Future trends  results cannot be
predicted  with certainty and actual  results could differ  materially  from any
forward-looking statements. In particular:



                                       18
<PAGE>

     1. Ski and resort operations are highly seasonal. Over the last five fiscal
years,  the  Company  realized  an  average of  approximately  86% of its resort
revenues  during the  period  from  November  through  April and is  significant
portion of resort  revenues (and  approximately  23% of annual skier visits) was
generated  during the  Christmas and  Presidents'  Day vacation  weeks.  Adverse
weather or market  conditions  during these periods could  materially  adversely
effect operating results and financial performance.

     2. The  development  of ski  resorts is capital  intensive.  The  Company's
expansion of its resorts is dependent upon  availability  of necessary  capital.
There can be no  assurance  that the  Company  will have  adequate  funds,  from
internal  or  external  sources,  to  make  all  planned  and  required  capital
expenditures over the long term.

     3. Real estate  development and the Company's  ability to generate revenues
therefrom  may be  adversely  affected  by numerous  factors,  many of which are
beyond the control of the Company,  including the national and regional economic
climate and the ability of the company to obtain all necessary zoning, land use,
buildings,  occupancy and other required governmental permits and authorizations
and changes in real estate,  zoning,  land use,  environmental  or tax laws.  In
additional,  real estate development will be dependent upon, among other things,
receipt of adequate  financing on suitable terms  obtaining and  maintaining the
requisite  permits  and  licenses  and,  in  certain  circumstances,   acquiring
additional real estate. There can be no assurance as to whether, when or on what
terms such financing, permits, licenses and real estate may be obtained.



                                       19
<PAGE>




                           Part II - Other Information
                                     Item 2
                    Changes in Securities and Use of Proceeds

         The  New  Credit  Facility  imposes  customary  prohibitions  upon  the
declaration of any dividends on Common Stock of the Company.

                                     Item 4
                Submission of Matters to Vote of Security Holders

         The following  matters were submitted to a vote of the  shareholders of
the Company during the first quarter on the dates and with the results reflected
below:

Date                           Matter                            Result
-----                         ------                             ------
8/11/97 Special Meeting   Fixing Number of Directors      Unanimous Approval
                          at three and electing Messrs. 
                          Howard and Richardson as 
                          Directors. Mr. Otten continued
                          as a director following the 
                          election.
10/9/97 Special Meeting   Approval of Stock Option Plan   Unanimous Approval
10/10/97 Special Meeting  Authorization of capital stock  Unanimous Approval
                          in conjunction with initial 
                          public offering and related 
                          transactions.




                                       20
<PAGE>

                                     Item 6
                                    Exhibits

     Included herewith is the Financial Data Schedule submitted as Exhibit 27 in
accordance  with Item 601(c) of Regulation S-K. Also, as filed with Form 10-Q on
December  22,  1997 and  incorporated  herein  by  reference  are the  following
material  agreements  entered into since November 5, 1997, the date of filing of
the Company's Form S-1 Registration Statement:

Exhibit No.                             Description
-----------                             -----------

         1                 Amended and Restated Credit  Agreement dated November
                           12, 1997 among ASC East,  Inc.,  Sunday  River Skiway
                           Corporation,  Sunday River, Ltd., Perfect Turn, Inc.,
                           Sunday River  Transportation,  Inc., L.B.O.  Holding,
                           Inc.,  Sugarbush  Resort  Holdings,  Inc.,  Sugarbush
                           Leasing   Company,   Sugarbush   Restaurants,   Inc.,
                           Mountain  Wastewater  Treatment,  Inc., S-K-I,  Ltd.,
                           Killington,  Ltd.,  Mount Snow,  Ltd.,  Pico Ski Area
                           Management Company,  Resorts Software Services, Inc.,
                           Dover   Restaurants,    Inc.,    Sugarloaf   Mountain
                           Corporation,  Mountainside,  Sugartech  as  Borrowers
                           American   Skiing   Company,   as   Guarantor,    and
                           BankBoston,  N.A.  as Agent for the  Lenders  and DLJ
                           Capital Funding,  Inc. as Documentation Agent for the
                           Lenders.  

         2                 Credit  Agreement dated as of November 12, 1997 Among
                           ASC Utah,  ASC  West,  Inc.,  Steamboat  Ski & Resort
                           Corporation,   Steamboat   Development   Corporation,
                           Heavenly  Valley Ski & Resort  Corporation,  Heavenly
                           Corporation,  Heavenly Valley, Limited Partnership as
                           Borrowers, American Skiing Company, as Guarantor, and
                           BankBoston,  N.A.,  as Agent for the  Lenders and DLJ
                           Capital Funding,  Inc. as Documentation Agent for the
                           Lenders.

         3                 Registration Rights Agreement dated November 10, 1997
                           by and between American Skiing Company and ING (U.S.)
                           Capital Corporation.

         4                 Contract of Sale by and between Orlando Resort 
                           Corporation and ELW Golf Group, Inc.

         5                 Real Estate Purchase Agreement dated December 8, 1997
                           by and between WMR Investment Company, L.L.C.
                           and Alpine Resort Properties, Inc.






                                       21
<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:  May 7, 1998                           /s/ Thomas M. Richardson
       -----------------                     ---------------------------------
                                             Thomas M. Richardson
                                             Senior Vice President Finance
                                             Chief Financial Officer
                                             (Principal Financial and Accounting
                                              Officer)

Date:  May 7, 1998                           /s/ Christopher E. Howard
       -----------------                     --------------------------------
                                             Christopher E. Howard
                                             Chief Administrative Officer and
                                             General Counsel



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