United States
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                  FORM 10-Q

             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
  14,750,000  shares of common stock $.01 par value outstanding as of
  December 22, 1997.

  <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 .......................................1

       Condensed Consolidated Balance Sheet
       as of October 26, 1997 (Unaudited)and July 27, 1997 ........3

       Condensed Consolidated Statement of Cash Flows
       (Unaudited) for the three months ended October 26, 1997
       and October 27, 1996 .......................................5

       Notes to Condensed Consolidated Financial Statements
       (Unaudited)  ...............................................7

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

       General ....................................................9

       Liquidity and Capital Resources ............................9

       Changes in Results of Operations ..........................12

       Changes in Financial Condition ............................14

       Subsequent Events .........................................15

       Forward-Looking Statements ................................16

  Part II - Other Information

       Item 2.  Changes in Securities and Reports filed
                on Form 8K .......................................18

       Item 4.  Submission of Matters to Vote of Security
                Holders ..........................................18

       Item 6. Exhibits ..........................................18

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

  This Form 10-Q 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.


<PAGE>
                  American Skiing Company and Subsidiaries

                       Part I - Financial Information
                         Item 1 Financial Statements

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

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

  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                                    7,521             7,514


  Loss before benefit for income taxes
   and minority interest in loss of subsidiary     (34,238)          (16,602)

  Benefit for income taxes                         (13,353)           (6,309)

  Minority interest in loss of subsidiary             (456)


  Net loss                                         (20,429)          (10,293)

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











                                      1


<PAGE>
                  American Skiing Company and Subsidiaries

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

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

  Net loss available to common shareholders   $  (22,860)   $    (10,293)





  Net loss per Class A common and common
  shares outstanding (note 4)                 $    (1.55)   $     (10.52)




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

  Net loss available to Common Shareholders      (22,860)        (10,293)





  Retained earnings, end of period            $  (10,555)   $       7,838




  Weighted average common shares
  outstanding, Class A common and common       14,760,530         978,300







  See accompanying notes to condensed consolidated financial statements.














                                      2


<PAGE>
                  American Skiing Company and Subsidiaries


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

                                      October 26, 1997   July 27, 1997
                                         (unaudited)


  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



























                                      3


<PAGE>
                  American Skiing Company and Subsidiaries

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


                                           October 26, 1997   July 27, 1997
                                               (unaudited)

  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                            15,021         28,514


       Total liabilities                            372,076        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         19,252         16,821
      of 19,252)
  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                       11,324          2,786
    Retained earnings                              (10,555)         12,305


      Total shareholders' equity                        779         15,101


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

  See accompanying notes to condensed consolidated financial statements.





                                      4


<PAGE>
                  American Skiing Company and Subsidiaries

               Condensed Consolidated Statement of Cash Flows
                               (In thousands)

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

  Net loss                                     $   (20,429)      $   (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
    Deferred income taxes                          (13,493)           (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                               9,897
         liabilities                                  9,381
       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)




                                      5


<PAGE>
                  American Skiing Company and Subsidiaries

         Condensed Consolidated Statement of Cash Flows (continued)
                               (In thousands)

                                                 For the three months ended
                                            October 26, 1997 October 27, 1996
                                                (unaudited)    (unaudited)
  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.








                                      6


<PAGE>
                  American Skiing Company and Subsidiaries

  Notes to (Unaudited) Condensed Consolidated Financial Statements

       1.  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.

       2.  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.

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

       4.  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.

       5.  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 December 22, 1997, loss
  per share for the Quarter ended October 26, 1997 including Class A
  common and common stock would have been $(.77) 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.

       6.  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.
          
       7.  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
                                      7


<PAGE>
                  American Skiing Company and Subsidiaries

  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.

       8.  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 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.

       9.  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, 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 $34,829 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) $(1.18)
  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 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.


                                      8


<PAGE>
                  American Skiing Company and Subsidiaries

                                   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 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

                                     9

<PAGE>

                  American Skiing Company and Subsidiaries

  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 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.

                                     10


<PAGE>
                  American Skiing Company and Subsidiaries

       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 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.




                                     11


<PAGE>
                  American Skiing Company and Subsidiaries

                      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.

       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.

                                        12

<PAGE>
                Financial Condition and Results of Operations

                  American Skiing Company and Subsidiaries

       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.


                       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) 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

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<PAGE>
                  American Skiing Company and Subsidiaries

  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 47% or
  $13.5 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 306% or $8.5 million due to the recording of the stock option
  charge.

       15.  Retained Earnings.  Retained earnings decreased $20.8 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 subsidiary's outstanding debt
  in connection 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
  $34,829 million and $19,532, respectively; and earnings per share would

                                     13


<PAGE>
                  American Skiing Company and Subsidiaries

  have been (using the outstanding shares as of December 22, 1997 of
  29,510,530) $(1.18) 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:

            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

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<PAGE>
                  American Skiing Company and Subsidiaries

       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.























                                     15

<PAGE>
                  American Skiing Company and Subsidiaries

                         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       Unanimous Approval
                            Directors 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      Unanimous Approval
                            Option Plan
  10/10/97 Special Meeting  Authorization of       Unanimous Approval
                            capital stock in
                            conjunction with
                            initial public
                            offering and related
                            transactions.





                                   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
  included 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
                 American Skiing Company and Subsidiaries
                 Software Services, Inc., Dover Restaurants, Inc.,

                                     16

<PAGE>

                 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.
































                                     17

<PAGE>
                  American Skiing Company and Subsidiaries

                                 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.

                                     ASC EAST, INC.


  Date:  December 22, 1997                /s/ Thomas M. Richardson
         -----------------           ---------------------------------
                                     Thomas M. Richardson
                                     Senior Vice President Finance
                                     Chief Financial Officer
                                     (Principal Financial and Accounting
                                     Officer)

  Date:  December 22, 1997                /s/ Christopher E. Howard
         -----------------           --------------------------------
                                     Christopher E. Howard
                                     Chief Administrative Officer and
                                     General Counsel



































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