UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
               ACT OF 1934 FOR THE QUARTER ENDED JANUARY 28, 2001
                                       or
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 For the transition period
                        from____________ to ____________.

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

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

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

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

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

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

     Indicate  by  checkmark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]  No [  ]


     The number of shares  outstanding of each of the issuer's classes of common
stock  were  14,760,530  shares of Class A common  stock,  $.01 par  value,  and
15,748,753 shares of common stock, $.01 par value, as of March 13, 2000.

<PAGE>


                                Table of Contents

Part I - Financial Information

Item 1.   Financial Statements

Condensed Consolidated Statements of Operations (unaudited) for the 13 weeks
  ended January 28, 2001 and the 14 weeks ended January 30, 2000...............3

Condensed Consolidated Statements of Operations (unaudited) for the 26 weeks
  ended January 28, 2001 and the 27  weeks ended January 30, 2000..............4

Condensed Consolidated Balance Sheets as of January 28, 2001 (unaudited)
  and July 30, 2000............................................................5

Condensed Consolidated Statement of Cash Flows (unaudited) for the 26 weeks
  ended January 28, 2001 and the 27  weeks ended January 30, 2000..............6

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

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

General.......................................................................10

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

Changes in Results of Operations..............................................15

Anticipated Future Events.....................................................18

Forward-Looking Statements....................................................19

Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk..............................................19

Part II - Other Information


Item 6.    Exhibits and Reports on Form 8-K...................................20



                                       2
<PAGE>

<TABLE>

                         Part I - Financial Information
                           Item 1 Financial Statements

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



                                                      13 weeks ended               14 weeks ended
                                                     January 28, 2001             January 30, 2000
                                                       (unaudited)                   (unaudited)
    <S>                                                      <C>                       <C>
    Net revenues:
         Resort                                              $125,539                  $104,480
         Real estate                                           30,725                    22,147
                                                    -----------------           -------------------
              Total net revenues                              156,264                   126,627

    Operating expenses:
         Resort                                                84,291                    73,523
         Real estate                                           26,216                    22,486
         Marketing, general and administrative                 17,867                    16,283
         Depreciation and amortization                         19,955                    20,924
                                                    -----------------           -------------------
              Total operating expenses                        148,329                   133,216
                                                    -----------------           -------------------

    Income (loss) from operations                               7,935                    (6,589)
         Interest expense                                      14,723                     9,164
                                                    -----------------           -------------------

    Loss before benefit from income taxes                      (6,788)                  (15,753)
         Benefit from income taxes                             (2,188)                   (5,948)
                                                    -----------------           -------------------

    Loss before preferred stock dividends                      (4,600)                   (9,805)
         Accretion of discount and dividends accrued on
             mandatorily redeemable preferred stock             5,805                     5,319
                                                    -----------------           -------------------
    Net loss available to common shareholders                $(10,405)                 $(15,124)
                                                    =================           ===================

    Accumulated deficit, beginning of period                $(108,939)                 $(60,265)

    Net loss available to common shareholders                 (10,405)                  (15,124)
                                                     -----------------          -------------------

    Accumulated deficit, end of period                      $(119,344)                 $(75,389)
                                                     =================          ===================

    Basic and  diluted loss per common share (note 3)
    Net loss available to common shareholders               $   (0.34)                 $  (0.50)
                                                     =================          ===================

    Weighted average common shares outstanding -
        basic and diluted                                  30,470,486                30,412,046
                                                     =================          ===================

</TABLE>

See  accompanying  notes  to  (unaudited)   Condensed   Consolidated   Financial
Statements.


                                       3
<PAGE>

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


<TABLE>
                                                                                     26 weeks ended               27 weeks ended
                                                                                     January 28, 2001            January 30, 2000
                                                                                                      (unaudited)
    <S>                                                                                     <C>                 <C>
    Net revenues:
         Resort                                                                             $  146,450          $     125,286
         Real estate                                                                            57,941                 24,696
                                                                               ----------------------------    ---------------------
              Total net revenues                                                               204,391                149,982

    Operating expenses:
         Resort                                                                                114,633                102,538
         Real estate                                                                            49,794                 25,770
         Marketing, general and administrative                                                  28,310                 27,036
         Depreciation and amortization                                                          23,957                 24,126
                                                                               ----------------------------    ---------------------
              Total operating expenses                                                        216,694                 179,470
                                                                               ----------------------------    ---------------------

    Loss from operations                                                                       (12,303)               (29,488)
         Interest expense                                                                       27,042                 17,130
                                                                               ----------------------------    ---------------------

    Loss before benefit from income taxes                                                      (39,345)               (46,618)
         Benefit from income taxes                                                             (13,746)               (15,000)
                                                                               ----------------------------    ---------------------

    Loss before extraordinary item and accounting change                                       (25,599)               (31,618)
         Extraordinary loss, net of tax benefit of $396                                              -                    621
         Cumulative effect of accounting change,
                 net of taxes of $1,538 and ($449) (note 2)                                     (2,509)                   704
                                                                               ----------------------------    ---------------------

    Loss before preferred stock dividends                                                      (23,090)               (32,943)
         Accretion of discount and dividends accrued on
             Mandatorily redeemable preferred stock                                              11,491                10,135
                                                                               ----------------------------    ---------------------
    Net loss available to common shareholders                                             $     (34,581)       $      (43,078)
                                                                               ============================    =====================
    Accumulated deficit, beginning of period                                              $     (84,763)         $    (32,311)

    Net loss available to common shareholders                                                   (34,581)              (43,078)
                                                                               ----------------------------    ---------------------
    Accumulated deficit, end of period                                                    $    (119,344)          $   (75,389)
                                                                               ============================    =====================

    Basic and  diluted loss per common share (note 3)
    Loss from continuing operations                                                       $       (1.22)       $        (1.38)
    Extraordinary loss, net of taxes                                                                  -                 (0.02)
    Cumulative effect of change in accounting principle, net of taxes                              0.08                 (0.02)
                                                                               ----------------------------    ---------------------
    Net loss available to common shareholders                                             $       (1.14)       $        (1.42)
                                                                               ============================    =====================
    Weighted average common shares outstanding - basic and diluted                           30,469,824            30,352,301
                                                                               ============================    =====================

</TABLE>

See  accompanying  notes  to  (unaudited)   Condensed   Consolidated   Financial
Statements.


                                       4
<PAGE>


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

                                                                                             January 28, 2001      July 30, 2000
                                                                                                (unaudited)
<S>                                                                                           <C>                  <C>
Assets
Current assets
     Cash and cash equivalents                                                                $     22,334          $   10,085
     Restricted cash                                                                                 9,597               7,424
     Accounts receivable                                                                            14,250               8,176
     Inventory                                                                                      15,237              10,200
     Prepaid expenses                                                                               13,713               8,092
     Deferred income taxes                                                                           1,660               1,566
                                                                                         ------------------         ----------------
           Total current assets                                                                     76,791              45,543

Property and equipment, net                                                                        561,630             534,078
Real estate developed for sale                                                                     170,242             222,660
Goodwill                                                                                            73,935              75,003
Intangible assets                                                                                   21,652              22,055
Deferred financing costs                                                                            12,897              10,844
Other assets                                                                                        28,326              16,595
                                                                                         ------------------         ----------------
          Total assets                                                                        $    945,473          $  926,778
                                                                                         ==================         ================

Liabilities, Mandatorily Redeemable Preferred Stock and Shareholders' Equity
Current liabilities
     Current portion of long-term debt                                                        $     60,776          $   58,508
     Current portion of subordinated notes and debentures                                              525                 525
     Accounts payable and other current liabilities                                                 92,902              70,957
     Deposits and deferred revenue                                                                  45,704              15,930
                                                                                         ------------------         ----------------
         Total current liabilities                                                                 199,907             145,920

Long-term debt, excluding current portion                                                          232,223             249,841
Subordinated notes and debentures, excluding current portion                                       126,957             126,810
Other long-term liabilities                                                                         34,614              17,494
Deferred income taxes                                                                              (11,908)                200
                                                                                         ------------------         ----------------
         Total liabilities                                                                         581,793             540,265

Mandatorily Redeemable 10 1/2% Preferred Stock, par value of $1,000 per share;
     40,000 shares authorized; 36,626 shares issued and outstanding; including
     cumulative dividends (redemption value of $51,345 and $48,706, respectively)                   51,345              48,706
Mandatorily Redeemable 8 1/2% Series B Preferred Stock, par value of $1,000 per share;
     150,000 shares authorized, issued and outstanding; including cumulative dividends
      (redemption value of $ 169,918 and $162,865, respectively)                                   161,157             152,310

Shareholders' Equity
     Common stock, Class A, par value of $.01 per share; 15,000,000 shares authorized;
           14,760,530 issued and outstanding                                                           148                 148
     Common stock, par value of $.01 per share; 100,000,000 shares authorized;
           15,748,753 issued and outstanding, respectively                                             157                 157
     Additional paid-in capital                                                                    270,217             269,955
     Accumulated deficit                                                                          (119,344)            (84,763)
                                                                                         ------------------         ----------------
        Total shareholders' equity                                                                 151,178             185,497
                                                                                         ------------------         ----------------
Total liabilities, mandatorily redeemable preferred stock and shareholders' equity            $    945,473          $   926,778
                                                                                         ==================         ================
</TABLE>

See  accompanying  notes  to  (unaudited)   Condensed   Consolidated   Financial
Statements.

                                       5
<PAGE>

                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)

<TABLE>
                                                                                          26 weeks ended            27 weeks ended
                                                                                         January 28, 2001          January 30, 2000
                                                                                           (unaudited)                (unaudited)

<S>                                                                                       <C>                <C>
Cash flows from operating activities
Net loss                                                                                  $ (23,090)         $ (32,943)
Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                         23,957             24,126
       Amortization of discount on debt                                                         706                182
       Deferred income taxes                                                                (12,203)           (15,852)
       Stock compensation charge                                                                246                262
       Extraordinary loss                                                                         -              1,017
       Cumulative effect of change in accounting principle                                   (4,047)             1,153
       (Gain)/loss from sale of assets                                                           (5)            (1,489)
       Decrease (increase) in assets:
                  Restricted cash                                                            (2,173)            (7,692)
                  Accounts receivable                                                        (6,074)            (6,095)
                  Inventory                                                                  (5,037)            (3,150)
                  Prepaid expenses                                                           (5,621)            (3,197)
                  Real estate developed for sale                                             26,180            (75,584)
                  Other assets                                                               (5,215)             1,842
       Increase (decrease) in liabilities:
                  Accounts payable and other current liabilities                             21,945             18,588
                  Deposits and deferred revenue                                              29,774             29,809
                  Other long-term liabilities                                                 6,989              1,482
                  Other, net                                                                     (2)               (27)
                                                                                           ---------          ---------
Net cash provided by (used in) operating activities                                          46,330            (67,568)
                                                                                           ---------          ---------
Cash flows from investing activities
       Capital expenditures                                                                 (22,459)           (14,751)
       Proceeds from sale of assets                                                             178              9,987
       Other, net                                                                                 -               (531)
                                                                                           ---------          ---------
Net cash used in investing activities                                                       (22,281)            (5,295)
                                                                                           ---------          ---------
Cash flows from financing activities
         Net proceeds from issuance of mandatorily redeemable securities                          -            136,546
         Net proceeds from Senior Credit Facility                                             5,574            (97,854)
         Proceeds from long-term debt                                                             -                173
         Proceeds from non-recourse real estate debt                                         19,924             74,030
         Repayment of long-term debt                                                         (2,419)            (5,263)
         Repayment of non-recourse real estate debt                                         (36,594)           (23,496)
         Deferred financing costs                                                              (296)            (3,724)
         Repayment of demand note, Principal Shareholder                                          -             (1,830)
         Proceeds from exercise of stock options                                                  -                273
         Proceeds from issuance of warrants                                                    2,000                  -
         Other, net                                                                               11                  -
                                                                                           ---------          ---------
Net cash provided by (used in) financing activities                                          (11,800)            78,855
                                                                                            ---------          ---------
Net increase in cash and cash equivalents                                                     12,249              5,992
Cash and cash equivalents, beginning of period                                                10,085              9,003
                                                                                            ---------          ---------
Cash and cash equivalents, end of period                                                   $  22,334          $  14,995
                                                                                            =========          =========
Supplementary disclosure of non-cash item:
Non-cash transfer of real estate developed for sale to fixed assets                        $  26,239          $       -

</TABLE>

See  accompanying  notes  to  (unaudited)   Condensed   Consolidated   Financial
Statements.


                                       6
<PAGE>

        Notes to (unaudited) Condensed Consolidated Financial Statements

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

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

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

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

     3. Loss per Common  Share.  Loss per common  share for the 13 and 14 weeks,
and  the  26 and 27  weeks  ending  January  28,  2001  and  January  30,  2000,
respectively, were determined based on the following data (in thousands):

                                       7
<PAGE>
<TABLE>

                                                    13 weeks ended     14 weeks ended    26 weeks ended     27 weeks ended
                                                   January 28, 2001   January 30, 2000     January 28,        January 30,
                                                                                              2001               2000
                                                   -------------------------------------------------------------------------
<S>                                                    <C>                <C>               <C>                <C>
                       Loss
 Loss before preferred stock dividends
       and accretion and extraordinary items           $    (4,600)       $    (9,805)      $   (25,599)       $   (31,618)
 Accretion of discount and dividends accrued on
       Mandatorily redeemable preferred stock                5,805              5,319            11,491             10,135
                                                   -----------------  -----------------  ----------------   ----------------
 Loss before extraordinary items                           (10,405)           (15,124)          (37,090)           (41,753)
 Extraordinary loss, net of taxes                                -                  -                 -                621
 Cumulative effect of accounting  changes,  net of
    taxes                                                        -                  -            (2,509)               704
                                                   -----------------  -----------------  ----------------   ----------------
 Net loss available to common shareholders             $   (10,405)       $   (15,124)     $    (34,581)      $    (43,078)
                                                   =================  =================  ================   ================
                      Shares
 Weighted  average shares  outstanding - basic and
    diluted                                                 30,470             30,412            30,470             30,352
                                                   =================  =================  ================   ================

</TABLE>
     The Company had outstanding  186,626 shares of convertible  preferred stock
(represented by two separate  classes) at January 28, 2001 and January 30, 2000.
These shares are  convertible  into shares of the Company's  common  stock.  The
common stock shares into which these  securities are  convertible  have not been
included in the  dilutive  share  calculation  as the impact of their  inclusion
would be anti-dilutive. The Company also had 2,519,221 and 3,034,250 exercisable
options  outstanding to purchase  shares of its common stock under the Company's
stock  option plan as of January 28,  2001 and January 30,  2000,  respectively.
These shares are also excluded from the dilutive share calculation as the impact
of their inclusion would also be anti-dilutive.

     4.  Segment  Information.  The Company  currently  operates in two business
segments,  Resorts and Real Estate.  The Company's  Resort  revenues are derived
from a wide variety of sources  including lift ticket sales,  food and beverage,
retail  sales  including  rental and  repair,  skier  development,  lodging  and
property  management,  golf, other summer activities and  miscellaneous  revenue
sources.  The  Company's  Real Estate  revenues  are  derived  from the sale and
leasing of  interests  in real estate  development  projects  undertaken  by the
Company at its resorts and the sale of other real property  interests.  Revenues
and operating profits for each of the two reporting segments are as follows:
<TABLE>

                                            13 weeks ended     14 weeks ended     26 weeks ended      27 weeks ended
                                              January 28,        January 30,        January 28,
                                                 2001               2000               2001          January 30, 2000
                                            ----------------  -----------------   ----------------   -----------------
                                                                          (in thousands)
      <S>                                       <C>                <C>                <C>                 <C>
      Revenues:
             Resorts                            $   125,539        $   104,480        $   146,450         $   125,286
             Real Estate                             30,725             22,147             57,941              24,696
                                            ----------------  -----------------   ----------------   -----------------
      Total                                     $   156,264        $   126,627        $   204,391         $   149,982
                                            ----------------  -----------------   ----------------   -----------------
      Loss before benefit from income taxes
             Resorts                            $   (2,851)         $ (13,148)        $  (32,800)         $  (41,238)
             Real Estate                            (3,937)            (2,605)            (6,545)             (5,380)
                                            ----------------  -----------------   ----------------   -----------------
      Total                                     $   (6,788)        $  (15,753)         $ (39,345)          $ (46,618)
                                            ----------------  -----------------   ----------------   -----------------


</TABLE>



                                       8
<PAGE>

     5. Long Term Debt.  On July 31,  2000,  the Company  entered  into a Second
Amended  and  Restated  Credit  Agreement  between  its  principal  real  estate
development subsidiary, American Skiing Company Resort Properties, Inc. ("Resort
Properties"),  Fleet  National  Bank and the lenders party thereto (the "Amended
Real Estate Term Facility"). This fully syndicated $73 million facility replaced
Resort  Properties'  previous  un-syndicated $58 million Real Estate development
term loan facility.  The Amended Real Estate Term Facility is  collateralized by
security interests in, and mortgages on, substantially all of Resort Properties'
assets,  which primarily  consist of undeveloped  real property and the stock of
its  real  estate  development  subsidiaries,   including  Grand  Summit  Resort
Properties.

     The Amended Real Estate Term Facility is comprised of three tranches,  each
with  separate  interest  rates  and  maturity  dates.  Tranche  A has a maximum
principal amount of $35 million,  bears interest at a variable rate equal to the
Fleet  National  Bank's Base Rate plus 8.25%  (payable  monthly in arrears)  and
matures on December 31, 2002.  Tranche B has a maximum  principal  amount of $25
million, bears interest at a fixed rate of 25% per annum and matures on December
31, 2003.  Interest calculated at 18% per annum for Tranche B is payable monthly
in  arrears.  The  remaining  7% per annum  accrues,  is added to the  principal
balance of Tranche B and bears interest at 25% per annum,  compounded  annually.
Tranche C has a maximum  principal  amount of $13 million,  bears interest at an
effective  rate of 25% per annum and  matures on  December  31,  2005.  Interest
accrues,  is  added  to  the  principal  balance  of  Tranche  C  and  compounds
semi-annually.

     Tranche C of the Amended  Real Estate Term  Facility  was  purchased by Oak
Hill Capital Partners,  L.P, which, together with certain of its affiliates,  is
also holder of the Company's  Series B Preferred  Stock. In connection with this
$13 million investment, the Company entered into a Securities Purchase Agreement
with Oak Hill,  dated as of July 31,  2000,  pursuant  to which the  Company has
agreed to either  (i) issue  warrants  to Oak Hill for  6,000,000  shares of ASC
common stock with an exercise price of $2.50 per share or (ii) issue to Oak Hill
common stock in Resort Properties  representing  approximately 15% of the voting
interest in Resort  Properties.  The  purchase  price of the warrants (or Resort
Properties common stock, as applicable) was $2 million. The Tranche C portion of
this  facility is being carried at a discount due to the relative fair values of
the  warrants  issued to Oak Hill and the  total  Tranche  C  borrowings.  As of
January  28,  2001,  $8.0  million  had been drawn down under  Tranche C, with a
carrying value of $5.0 million.

     In addition,  the Preferred  Stock  Subscription  Agreement  (the "Series B
Agreement")  dated July 9, 1999,  pursuant  to which the  Company  sold  150,000
shares of its 8.5% Series B Convertible Participating Preferred Stock ("Series B
Preferred  Stock")  on August 9, 1999 to Oak Hill  Capital  Partners,  L.P.  and
certain  related  entities  ("Oak  Hill"),  was  amended as of July 31,  2000 to
provide,  among other things: (i) that Oak Hill will have the right to elect six
members of the Company's  Board of Directors,  provided that Oak Hill  maintains
certain ownership  levels;  (ii) that Mr. Otten will have the right to elect two
members to the Board,  provided that he maintains certain ownership levels;  and
(iii) that Mr. Otten will have the right to serve on the executive  committee of
the Board and on the boards of directors of material  subsidiaries of ASC. As of
January 28, 2001,  Oak Hill would own 55.7% of the  68,861,583  shares of common
stock of the Company that would be outstanding if all the shares of the Series B
Preferred Stock were converted and if all of the Warrants were exercised.

     6.  Business  Developments.  On December 8, 2000,  the Company and MeriStar
Hotels & Resorts, Inc. ("MeriStar") entered into a merger agreement (the "Merger
Agreement"),  whereby a wholly-owned  subsidiary of the Company, ASC Merger Sub,
Inc., will merge with and into MeriStar (the "MeriStar Merger").  As a result of
the MeriStar  Merger,  MeriStar  will become a  wholly-owned  subsidiary  of the
Company  and the  Company  will  change  its name to Doral  International,  Inc.
("Doral"). The Merger Agreement was subsequently amended on February 21, 2001 to
provide for,  among other things,  the reduction of the exchange ratio from 1.88
shares of the Company's  common stock per share of MeriStar common stock to 1.75
shares of the Company's common stock per share of MeriStar common stock.

     Immediately   prior  to  the   merger,   the   Company   will   undergo   a
recapitalization.  Mr.  Leslie  B.  Otten,  the  Company's  Chairman  and  Chief
Executive Officer and the holder of all 14,760,530 shares of the Company's Class
A common  stock,  will convert each share of Class A common stock into one share
of the Company's common stock.



                                       9
<PAGE>
     The holders of the Company's Series A preferred stock,  which is subject to
mandatory redemption on November 15, 2002, will convert their shares of Series A
preferred stock into:

     o    Shares of a new series of the Company's 14% preferred stock,  which is
          subject  to  mandatory   redemption  on  August  15,  2006,  having  a
          liquidation  preference  equal to the  liquidation  preference  of the
          existing Series A preferred  stock,  plus accrued and unpaid dividends
          on those shares as of the effective time of the merger; and

     o    A number of shares of the Company's common stock equal to 20.7% of the
          liquidation  preference of the new 14% preferred  stock as of the date
          the merger is completed divided by $2.22.


     Oak Hill Capital Partners, L.P. and some parties related to it, who are the
holders of all of the shares of the  Company's  Series B preferred  stock issued
and  outstanding,  will convert all of their shares of Series B preferred stock,
together with dividends  accrued on those shares,  into a total of approximately
74.9 million shares of the Company's common stock at a conversion price of $2.22
per share.

     An  aggregate  principal  amount of $13.0  million  of loans  from Oak Hill
Capital  Partners,  L.P. to the Company's  real estate  development  subsidiary,
together with interest on those loans accrued  through October 31, 2000, will be
repaid in the form of the  Company's  common stock based on a value of $2.22 per
share of the Company's common stock,  resulting in the issuance of approximately
6 million shares of the Company's common stock.

     A warrant to purchase 6 million shares of the Company's  common stock at an
exercise  price of $2.50 per share  will be issued to Oak Hill,  as is  required
under the securities purchase agreement between Oak Hill and the Company,  dated
as of July 31, 2000,  and amended on September  28, 2000,  November 10, 2000 and
December 21, 2000.

     The  transactions  contemplated by the Merger  Agreement are subject to the
requisite  approvals  of  the  the  Company's   stockholders  and  the  MeriStar
stockholders,  the  satisfaction  or waiver of certain  other  conditions to the
merger and other customary closing conditions, such as regulatory approvals.

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

     The  following  is  management's   discussion  and  analysis  of  financial
condition and results of  operations  for the quarter ended January 28, 2001. As
you read the material below, we urge you to carefully  consider our Consolidated
Financial Statements and related notes contained elsewhere in this report.

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


                                       10
<PAGE>

Liquidity and Capital Resources

     Short-Term. Our primary short-term liquidity needs involve funding seasonal
working capital requirements,  continuing and completing real estate development
projects  presently  under   construction,   funding  our  fiscal  2001  capital
improvement   program  and  servicing  our  debt.  Our  cash   requirements  for
ski-related  and real estate  development  activities are provided from separate
sources.  Our primary source of liquidity for  ski-related  working  capital and
ski-related  capital  improvements are cash flow from operations of our non-real
estate subsidiaries and borrowings under our senior credit facility. Real estate
development  and  real  estate  working  capital  is  funded  primarily  through
construction  financing facilities established for major real estate development
projects,  a real estate term  facility,  and net proceeds from the sale of real
estate developed for sale after required  construction  loan  repayments.  These
facilities are without recourse to us and our resort operating  subsidiaries and
are  collateralized by significant real estate assets of American Skiing Company
Resort Properties and its subsidiaries,  including the assets and stock of Grand
Summit Resort Properties,  Inc., our primary hotel development subsidiary. As of
January 28, 2001, the book value of the total assets that  collateralized  these
facilities and which are included in the accompanying consolidated balance sheet
was approximately $268.0 million.

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

     The maximum  availability  under the revolving portion of the senior credit
facility  reduces over its term by certain  prescribed  amounts.  As of March 8,
2001, total  borrowings under the revolving credit were $32.0 million,  and $5.6
million of availability  was allocated to cover  outstanding  letters of credit.
The  term  portion  of the  senior  credit  facility  amortizes  in five  annual
installments  of  $650,000  payable on May 31 of each year,  with the  remaining
portion of the principal due in two substantially  equal installments on May 31,
2005 and May 31, 2006. As of March 8, 2001 the  outstanding  balance of the term
portion has been reduced by $650,000 to $64.4 million.  In addition,  the senior
credit  facility  requires  mandatory  prepayment  of  the  term  portion  and a
reduction in the availability  under the revolving portion of an amount equal to
50% of the  consolidated  excess cash flows (as defined in  accordance  with the
senior  credit  facility)  during any period in which excess cash flow  leverage
ratio exceeds 3.50 to 1. In no event,  however,  will such mandatory prepayments
reduce the  revolving  portion of the facility  below $74.8  million.  We do not
presently expect to generate consolidated excess cash flows during fiscal 2001.

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

     Included in the covenants of the senior credit  facility is  maintenance of
minimum  quarterly  EBITDA levels  through the second quarter of fiscal 2002 and
monthly  restrictions  on the maximum  amount  outstanding  under the  revolving
portion of the senior credit facility  through December 3, 2000. We successfully
exceeded our required  minimum  EBITDA  levels under the amended  senior  credit
facility  for  the  second  fiscal  quarter  of 2001  and we  have  successfully
fulfilled all of the maximum usage  requirements for each monthly period through
December 3, 2000. Based on historical  operations,  we presently anticipate that
we will be able to meet the  financial  covenants of the amended  senior  credit
facility.


                                       11
<PAGE>

     The senior credit  facility also places a maximum level of non-real  estate
capital  expenditures  of $13 million (of which  approximately  $5.8 million had
been expended as of January 28, 2001) for fiscal 2001, exclusive of the Heavenly
gondola  project.  Following  fiscal 2001,  annual resort capital  expenditures,
exclusive of real estate capital expenditures,  are limited to the lesser of $35
million,  or  the  total  of  the  non-real  estate  development   subsidiaries'
consolidated  EBITDA for the four fiscal quarters ended in April of the previous
fiscal year less the consolidated  debt service for the same period. In addition
to the  foregoing  amounts,  we are  permitted  to and  expect  to make  capital
expenditures  of up to $30 million for the  purchase and  construction  of a new
gondola at our Heavenly resort in Lake Tahoe,  Nevada, on which  construction is
currently  underway and $23.8  million has been expended as of January 28, 2001.
The  Heavenly  gondola  became  operational,  and began  transporting  skiers in
December 2000.

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

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

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

     Real  Estate  Liquidity.  Funding of working  capital for  American  Skiing
Company Resort Properties and its fiscal 2001 real estate development program is
provided by a $73  million  real estate term  facility  provided  through  Fleet
National  Bank,  as agent,  and the net  proceeds  from the sale of real  estate
developed for sale after required construction loan repayments.

     The real estate term facility is collateralized  by security  interests in,
and  mortgages  on,   substantially   all  of  American  Skiing  Company  Resort
Properties' assets, which primarily consist of undeveloped real property and the
stock of its real estate development subsidiaries (including Grand Summit Resort
Properties).  As of January 28,  2001,  the book value of the total  assets that
collateralized the real estate facilities,  and are included in the accompanying
consolidated balance sheet, was approximately $268.0 million.

     The real estate term  facility is  comprised of three  tranches,  each with
separate  interest rates and maturity dates.  Tranche A has a maximum  principal
amount of $35  million,  bears  interest  at a variable  rate equal to the Fleet
National Bank Base Rate plus 8.25%, or a current rate of 17.8%, (payable monthly
in arrears) and matures on December 31, 2002.  Mandatory  principal  payments on
Tranche A of $5.0 million each are payable on April 30, 2002,  July 31, 2002 and
October 31, 2002. Tranche B has a maximum principal amount of $25 million, bears
interest  at a fixed rate of 25% per annum and  matures on  December  31,  2003.
Interest  calculated  at 18% per  annum  for  Tranche B is  payable  monthly  in
arrears.  The remaining 7% per annum accrues,  is added to the principal balance
of Tranche B and bears interest at 25% per annum, compounded annually. Tranche C
has a maximum  principal  amount of $13 million,  bears interest at an effective
rate of 25% per annum and matures on December 31,  2005.  Interest  accrues,  is
added to the principal balance of Tranche C and is compounded semi-annually.  As
of February 25, 2001, the principal balances outstanding,  including accrued and
unpaid  interest,  under  Tranches  A, B & C of the second  amended  real estate
facility were $28.9 million, $25.0 million, and $8.0 million, respectively.


                                       12
<PAGE>

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

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


     As of February 25, 2001, the amount outstanding under the construction loan
facility was $64.8  million.  This facility  matures on March 31, 2002 and bears
interest at the rate of prime plus 2.5% per annum, or a current rate of 11%. The
principal is payable  incrementally as quartershare  sales are closed based on a
predetermined per unit amount, which approximates between 65% and 80% of the net
proceeds of each closing.  The facility is  collateralized  by mortgages against
the project sites  (including  the completed  Grand Summit Hotels at Killington,
Mt. Snow, Sunday River, Attitash Bear Peak, The Canyons, and Steamboat ), and is
subject to covenants,  representations and warranties customary for this type of
construction  facility.  The  facility  is  non-recourse  to us and  our  resort
operating  subsidiaries  (although it is collateralized by substantial assets of
Grand Summit Resort  Properties,  having a total book value of $179.7 million as
of January 28, 2001, which in turn comprise substantial assets of our business).

     Due to construction delays and cost increases at the Steamboat Grand Summit
Hotel  project,  Grand  Summit  Resort  Properties  entered  into a $10  million
subordinated  loan  tranche with TFC Textron  Financial  on July 25, 2000.  This
facility has been used solely for the purpose of funding the  completion  of the
Steamboat  Grand Hotel.  The facility  bears interest at a fixed rate of 20% per
annum, payable monthly in arrears,  provided that only 50% of the amount of such
interest  shall be due and  payable  in cash and the other 50% of such  interest
shall,  if no events  of  default  exist  under the  subordinated  loan  tranche
facility or the construction  loan Textron  facility,  automatically be deferred
until the final payment date.  As of February 25, 2001,  the amount  outstanding
under the subordinated loan tranche facility was $6.2 million.

     On October 17,  2000,  we sold our option  rights to certain real estate in
the South Lake Tahoe Redevelopment District to Marriott Ownership Resorts, Inc.,
a wholly owned subsidiary of Marriott International,  for $8.5 million. Pursuant
to the terms of the option  sale,  American  Skiing  Company  Resort  Properties
received  $4.09 million in cash  proceeds on October 17,  applied a $0.3 million
previously  received  deposit and  received  the  remaining  $4.09  million from
Marriott on January 15, 2001. Simultaneously with the closing of the sale of its
option  rights,  our July 28,  1998  development  agreement  with  Marriott  was
terminated.  Management  believes that the  termination  of this  agreement will
allow  American  Skiing Company Resort  Properties to more  aggressively  market
certain  developmental  real estate at its Killington  and Steamboat  resorts to
other potential timeshare investors.

     Our fiscal 2001 business plan anticipates starting two real estate projects
in the spring and summer of 2001; a Grand Summit Hotel at Heavenly and townhomes
at The Canyons.  Commencement  of these  projects is subject to  satisfying  the
requisite pre-sale hurdles, our cash flow requirements and arranging appropriate
financing  for these  projects.  Financing for the projects is in the process of
being arranged, but is not completed at this time.

                                       13
<PAGE>

     Long-Term. Our primary long-term liquidity needs are to fund skiing-related
capital  improvements  at certain of our resorts,  development of our slope side
real estate and the mandatory  redemption of our mandatorily  redeemable 10 1/2%
preferred  stock on November 15, 2002.  With respect to capital  needs,  we have
invested over $185 million in skiing related  facilities  since the beginning of
fiscal 1998.  As a result,  and in keeping with  restrictions  imposed under the
senior  credit  facility,  we expect our resort  capital  programs  for the next
several  fiscal  years will be more  limited in size.  Our  fiscal  2001  resort
capital  program is  estimated at  approximately  $13 million (of which $5.8 had
been expended as of January 28, 2001), plus an additional  estimated $18 million
to be expended on the Heavenly gondola project (of which $16.3 had been expended
as of January 28, 2001).  The Heavenly  gondola  became  operational,  and began
transporting skiers, in December 2000.

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

     Our practice is to finance on-mountain capital  improvements through resort
cash flow, capital leases and our senior credit facility.  The size and scope of
the capital  improvement program will generally be determined annually depending
upon the strategic importance and expected financial return of certain projects,
future availability of cash flow from each season's resort operations and future
borrowing  availability  and  covenant  restrictions  under  the  senior  credit
facility.  The senior credit  facility places a maximum level of non-real estate
capital expenditures for fiscal 2002 and beyond at the lesser of $35 million, or
the total of the non-real estate development  subsidiaries'  consolidated EBITDA
for the four fiscal  quarters  ended in April of the  previous  fiscal year less
consolidated debt service for the same period. In addition,  we are permitted to
and expect to make  capital  expenditures  of up to $30 million for the purchase
and construction of a new gondola at our Heavenly resort in Lake Tahoe,  Nevada.
Construction  on the Heavenly  gondola began in June, 2000 and as of January 28,
2001,  we had  expended  $23.8  million on this  project.  We believe that these
capital  expenditure  amounts will be  sufficient  to meet our  non-real  estate
capital improvement needs for the near future.

     Our business  plan  anticipates  the  development  of Grand Summit  hotels,
condominium  hotels  and  townhouses  at our  resort  villages  at The  Canyons,
Heavenly, Killington, Steamboat and Sunday River. The timing and extent of these
projects  are subject to local and state  permitting  requirements  which may be
beyond our control,  as well as our cash flow  requirements and the availability
of external capital.  Our real estate development is undertaken through our real
estate  development  subsidiary,  American  Skiing  Company  Resort  Properties.
Recourse on debt incurred to finance this real estate  development is limited to
American Skiing Company Resort  Properties and its  subsidiaries,  which include
Grand  Summit  Resort  Properties.  This debt is usually  collateralized  by the
projects  that it  finances,  which,  in some cases,  constitute  a  significant
portion of our assets. As of January 28, 2001, the total assets  collateralizing
the real  estate  facilities,  and  included  in the  accompanying  consolidated
balance sheet,  totaled  approximately  $268.0 million.  American Skiing Company
Resort  Properties'  seven  existing  development  projects are currently  being
funded by the real estate term facility and the construction  loan facility.

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

                                       14
<PAGE>

     We have outstanding $36 million of mandatorily redeemable 10 1/2% preferred
stock,  with an  accreted  value of $51.3  million as of January 28,  2001.  The
mandatorily  redeemable 10 1/2% preferred stock is exchangeable at the option of
the holder into our common stock at a conversion price of $17.10 for each common
share.  We expect to hold the  mandatorily  redeemable 10 1/2%  preferred  stock
until its maturity  date of November 15, 2002, at which time we will be required
to redeem the  mandatorily  redeemable 10 1/2%  preferred  stock at a redemption
price of approximately $62 million.  We can give no assurance that the necessary
liquidity  will be  available  to  effect  the  redemption  on a  timely  basis.
Reference is made to the discussion below under the heading  "Anticipated Future
Events"  addressing  the  anticipated  extension of he maturity of the preferred
stock to 2006 in connection with consummation of the Meristar Merger.

                       Changes in Results from Operations

     The  Company's  fiscal year 2001  consists of a  fifty-two  week  reporting
period  compared  to  fifty-three  weeks in fiscal  2000,  with the  extra  week
included  in the second  fiscal  quarter of 2000.  The  results of the 13 and 26
weeks ended January 28, 2001 are not directly  comparable to the 14 and 27 weeks
ended January 30, 2000 because of the extra week in fiscal year 2000.  The extra
week in fiscal 2000 had the effect of pushing forward the current fiscal year by
one  calendar  week when  compared to the prior year.  As a result,  the current
fiscal  quarter  ends on  relatively  the same  calendar  date as the prior year
(January  28, 2001 vs.  January 30,  2000) even though it contains one less week
than last year.  Therefore,  the extra week effectively fell at the beginning of
the periods  presented  for the prior fiscal year, or the weeks ending August 1,
1999 and October 31, 1999 for the 27 and 13 week periods ended January 30, 2000,
respectively.  Since these extra weeks did not fall during the Company's primary
revenue producing season,  they would have contributed  negligible  revenues and
negative earnings to the fiscal 2000 periods presented. The following discussion
and  analysis  isolates  the effect of the extra  week on the  results of resort
operations in the prior fiscal year and provides a more meaningful comparison to
the prior year on a 13 and 26 week basis.

     The additional week in the fiscal 2000 is not considered to have a material
impact on the comparability of the quarterly results from real estate operations
due to the  intermittent  nature of the  Company's  real estate sales  activity.
Therefore,  the extra week is not addressed  separately as a part of the changes
in results of real estate operations.


     For the 13 weeks  ended  January  28,  2001  compared to the 14 weeks ended
January 30, 2000

Resort Operations:
     Resort  revenues  increased in the second  quarter of 2001  compared to the
second quarter of fiscal 2000, from $104.5 million to $125.5 million.  The extra
week in the  second  quarter  of  fiscal  2000  accounted  for $0.8  million  of
additional resort revenues.  After adjusting for the extra week, resort revenues
in fiscal 2001  increased  $21.8  million over the  comparable  period in fiscal
2000.  Improved  skiing  conditions  at  all  of  our  eastern  resorts,  strong
Thanksgiving,  Christmas,  and Martin  Luther  King  holiday  periods,  and good
weekend  weather in January led to a 16%  increase in skier visits at all of our
resorts  on a  combined  basis over last  year.  Good  early  season  snowmaking
conditions  allowed  resorts  to open more  terrain  earlier  in the  year,  and
accordingly,  to increase ticket prices sooner than in fiscal 2000. In addition,
the Canyons Grand Summit Hotel and new Steamboat  Grand Hotel  contributed  $3.8
million in new revenues.

     Our resort  segment  generated a $2.9 million loss before  income taxes and
preferred dividends for the current fiscal quarter,  compared to a $13.1 million
loss in the second  quarter of fiscal 2000.  After  adjusting for the additional
week in fiscal 2000, which contributed  approximately  $4.2 million of loss, the
comparative 13 week loss for fiscal 2000 was $8.9 million. Second quarter resort
segment  operating  loss  decreased by $6.0 million over the  comparable 13 week
period in fiscal 2000 due to the following:

     i.   Resort EBITDA (earnings before taxes,  depreciation and  amortization)
          increased by $5.8 million over fiscal 2000,  after  adjusting  for the
          extra week.

     ii.  Resort  depreciation  and  amortization  decreased  $0.5  million over
          fiscal 2000,  after removing the effect of depreciation  for the extra
          week in 2000.

     iii. Resort interest expense increased by $0.3 million over fiscal 2000 (on
          a 13 week basis).

                                       15
<PAGE>

Real Estate Operations:
     Real estate  revenues  increased  by $8.6  million in the  current  quarter
compared to fiscal 2000, from $22.1 million to $30.7 million.  During the second
quarter of 2001, we realized $16.2 million in revenues from closings of pre-sold
quartershare  units in the recently  completed  Steamboat  Grand Hotel.  We also
realized $5.5 million in revenue from closings at The Canyons Grand Summit Hotel
during the  current  quarter.  Neither of these two hotels  were open during the
second  quarter of fiscal  2000.  In  addition,  we  recognized  $2.2 million of
revenue in the current  quarter from  closings at the fully sold Locke  Mountain
Townhomes  project at Sunday River.  Continuing  sales of quartershare  units of
Grand Summit Hotels at the Company's Eastern resorts contributed $2.0 million in
real estate  revenues  for the current  quarter  compared to $3.6 million in the
second  quarter  of fiscal  2000,  a decrease  of $1.6  million.  An  additional
decrease  in real  estate  revenues  from the prior  year is the result of $17.8
million  in  revenues  recognized  in the  second  quarter  of fiscal  2000 from
closings of units at the Sundial Lodge at The Canyons.

     Also in the first  quarter of fiscal  2001,  we sold our  option  rights to
certain real estate in the South Lake Tahoe  Redevelopment  District to Marriott
Ownership  Resorts,  Inc., a wholly owned subsidiary of Marriott  International,
for $8.5 million.  We received and  recognized  the remaining  $4.1 million from
Marriott  in the second  quarter as real  estate  revenue,  after  realizing  an
initial $4.4 of revenue in the first quarter of fiscal 2001.

     Our Real  estate  segment  generated  a loss  before  income  taxes of $3.9
million for the second  quarter of fiscal 2001,  compared to a $2.6 million loss
in the second  quarter of fiscal 2000.  The current year operating loss consists
of $4.5  million in real estate  EBITDA,  offset by $7.5  million in real estate
interest expense and $0.9 million in real estate  depreciation and amortization.
The  comparative  breakdown  from the first  quarter  of fiscal  2000 was a real
estate EBITDA loss of $0.3 million, real estate interest expense of $2.0 million
and real estate depreciation and amortization of $0.3 million.  Our sale of land
options rights at South Lake Tahoe to Marriott  contributed $4.1 million in real
estate EBITDA in the quarter and the delivery of quartershare units in the Grand
Summit Hotels at The Canyons and Steamboat  generated an additional $0.6 million
in EBITDA during the current  quarter.  The $5.5 million increase in real estate
interest  expense  was  primarily  the result of lower  capitalized  interest in
fiscal  2001  due to  completion  of  the  Grand  Summit  Hotel  at The  Canyons
subsequent  to the end of the second  quarter of fiscal  2000 and the  Steamboat
Grand Hotel in the first quarter of fiscal 2001. We capitalized  $4.5 million of
real estate interest in the second quarter of fiscal 2000 and none in the second
quarter of 2001. We are no longer  capitalizing  any interest on our real estate
debt as construction has been completed on all current projects.

     Accretion  of discount  and  dividends  accrued on  mandatorily  redeemable
preferred stock increased $0.5 million, from $5.3 million for the second quarter
of fiscal  2000 to $5.8  million  for the  current  quarter.  This  increase  is
primarily  attributable  to the  compounding  effect of  accruing  dividends  on
150,000  shares of the Series B Preferred  Stock issued to Oak Hill in the first
quarter of fiscal  2000.  We are  currently  accruing  dividends on the Series B
Preferred  Stock at an effective rate of 9.7%,  compounded  quarterly,  assuming
that  dividends  will not be paid in cash  until  the fifth  anniversary  of the
issuance,  which will cause the dividend  rate to  incrementally  increase up to
10.5% by the end of the fifth year.


                       Changes in Results from Operations
               For the 26 weeks ended January 28, 2001 compared to
                       the 27 weeks ended January 30, 2000

Resort Operations:
     Resort revenues  increased $21.2 million for the 26 weeks ended January 28,
2001  compared to the 27 weeks ended  January 30, 2000,  from $125.3  million to
$146.5 million. Included in our fiscal 2000 resort revenues were $1.6 million in
non-recurring  gains  from asset  sales,  for which  there  were no  comparative
amounts in fiscal 2001.  Exclusive of these gains and after  adjusting  for $1.9
million in additional revenues earned during the first week of fiscal year 2000,
revenues  actually  increased  $24.7 million over the  comparable  period of the
prior year. Fiscal year 2000 suffered from warm weather patterns in November,  a
rainy  Thanksgiving  weekend in the East, and a warm,  dry December  nationwide.
Improved skiing  conditions in the east, strong holiday periods and good January
weekend weather in fiscal 2001 contributed to the increase in revenue this year.

                                       16
<PAGE>

     Our resort  segment  generated a $32.8 million loss before income taxes and
preferred dividends for the first 26 weeks of fiscal 2001, compared to a loss of
$41.2  million  for the first 27 weeks of  fiscal  2000.  Exclusive  of the $1.6
million of non-recurring gains from asset sales in fiscal 2000 referred to above
and a $1.1 million loss from the first week of fiscal 2000,  our resort  segment
operating  loss  decreased  by  $8.9  million  on a 26  week  basis  due  to the
following:

     i.   Resort EBITDA (earning before taxes,  depreciation,  and amortization)
          increased by $8.9 million,  exclusive of the non-recurring  gains from
          asset sales and the extra week in fiscal 2000.

     ii.  Resort  depreciation  and  amortization  decreased  $0.9  million over
          fiscal 2000,  after removing the effect of depreciation  for the extra
          week in 2000.

     iii. Resort  interest  expense  increased by $0.9 million over fiscal 2000,
          after  removing  the effect of interest  expense for the extra week in
          2000.

     Real Estate Operations:
     Real  estate  revenues  increased  by $33.2  million in the current 26 week
period  compared to the 27 week  period of fiscal  2000,  from $24.7  million to
$57.9  million.  We realized $31.8 million in revenues from closings of pre-sold
quartershare  units in the recently  completed  Steamboat  Grand Hotel and $10.8
million in ongoing  sales of  quartershare  units at The  Canyons  Grand  Summit
Hotel,  which  opened in the third  quarter  of fiscal  2000.  In  addition,  we
recognized  $2.5  million of revenue in fiscal  2001 from  closings of the fully
sold Locke  Mountain  Townhomes  project at Sunday  River.  Continuing  sales of
quartershare  units of Grand  Summit  Hotels at the  Company's  Eastern  resorts
contributed  $2.8 million in real estate revenues for the current 26 week period
compared to $5.7 million in the  corresponding  27 week period of fiscal 2000, a
decrease of $2.9 million.  Prior year results  include $17.8 million of revenues
from  closings of units of the Sundial Lodge at The Canyons,  a whole  ownership
condominium project that opened during the second quarter of fiscal 2000.

     Also in fiscal  2001,  we sold our option  rights to certain real estate in
the South Lake Tahoe Redevelopment District to Marriott Ownership Resorts, Inc.,
a wholly owned subsidiary of Marriott International, for $8.5 million.

     Our Real  estate  segment  generated  a loss  before  income  taxes of $6.5
million  for the 26 week  period  ended  January  28,  2001,  compared to a $5.4
million  loss for the 27 week period ended  January 30,  2000.  The current year
operating loss consists of $8.1 million in real estate  EBITDA,  offset by $13.2
million  in real  estate  interest  expense  and  $1.4  million  in real  estate
depreciation and amortization.  The comparative breakdown from the first quarter
of fiscal  2000 was a real  estate  EBITDA  loss of $1.1  million,  real  estate
interest  expense of $3.8 million and real estate  depreciation and amortization
of $0.5 million. Our sale of land options rights at South Lake Tahoe to Marriott
contributed  $7.4 million in real estate EBITDA and the delivery of quartershare
units in the Grand  Summit  Hotels at The Canyons  and  Steamboat  generated  an
additional  $1.4  million in EBITDA.  The $9.5  million  increase in real estate
interest  expense  was  primarily  the result of lower  capitalized  interest in
fiscal  2001  due to  completion  of  the  Grand  Summit  Hotel  at The  Canyons
subsequent  to the end of the second  quarter of fiscal  2000 and the  Steamboat
Grand Hotel in the first quarter of fiscal 2001. We capitalized  $7.6 million of
real estate  interest  in the first 27 weeks of fiscal 2000 and $2.1  million in
the first 26 weeks of 2001.  We ceased  capitalizing  interest at the end of the
first  quarter  of  fiscal  2001 on our real  estate  debt as  construction  was
completed on all current projects.

                                       17
<PAGE>

     Cumulative  effect  of  accounting  changes  of $2.5  million  (net of $1.5
million tax  provision) in fiscal 2001 resulted from recording the fair value of
non-hedging  derivatives  on our balance  sheet in  connection  with our initial
adoption  of SFAS No. 133  Accounting  for  Derivative  Instruments  and Hedging
Activities,  SFAS No. 137  Accounting  for  Derivative  Instruments  and Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No. 133 - an
Amendment  of FASB  Statement  No. 133 and SFAS No. 138  Accounting  for Certain
Derivative  Instruments  and Certain  Hedging  Activities - an Amendment of FASB
Statement No. 133. The cumulative  effect of accounting  changes of $0.7 million
(net of $0.4 million tax benefit) in fiscal 2000  resulted from our write-off of
certain  capitalized  start-up costs relating to our hotel and retail operations
and the opening of The Canyons resort in fiscal 1998. The accounting  change was
due to our adoption of AICPA Statement of Position 98-5, "Reporting on the Costs
of Start-up  Activities".  SOP 98-5 requires the expensing of all start-up costs
as incurred, rather than capitalizing and subsequently amortizing such costs.

     Accretion  of discount  and  dividends  accrued on  mandatorily  redeemable
preferred  stock  increased $1.4 million,  from $10.1 million for fiscal 2000 to
$11.5  million  for  2001.  This  increase  is  primarily  attributable  to  the
compounding  effect of  accruing  dividends  on  150,000  shares of the Series B
Preferred  Stock issued to Oak Hill in the first  quarter of fiscal 2000. We are
currently  accruing  dividends  on the Series B Preferred  Stock at an effective
rate of 9.7%, compounded quarterly,  assuming that dividends will not be paid in
cash until the fifth anniversary of the issuance,  which will cause the dividend
rate to incrementally increase up to 10.5% by the end of the fifth year.


                            Anticipated Future Events


     On December  8, 2000,  the Company  and  MeriStar  entered  into the Merger
Agreement.  As  a  result  of  the  MeriStar  Merger,  MeriStar  will  become  a
wholly-owned  subsidiary  of the Company and the Company will change its name to
Doral International,  Inc. Under the terms of the merger,  Meristar shareholders
will  receive  1.75  shares of the  Company's  common  stock  for each  share of
Meristar common stock.

     Immediately   prior  to  the   merger,   the   Company   will   undergo   a
recapitalization. The recapitalization will effect the following:

     1. Mr. Leslie B. Otten, the Company's  Chairman and Chief Executive Officer
and the holder of all 14,760,530  shares of the Company's  Class A common stock,
will convert each share of Class A common stock into one share of the  Company's
common stock.

     2. The holders of the Company's Series A preferred stock,  which is subject
to  mandatory  redemption  on November 15,  2002,  will convert  their shares of
Series A preferred stock into:

     o    Shares of a new series of the Company's 14% preferred stock,  which is
          subject  to  mandatory   redemption  on  August  15,  2006,  having  a
          liquidation  preference  equal to the  liquidation  preference  of the
          existing Series A preferred  stock,  plus accrued and unpaid dividends
          on those shares as of the effective time of the merger; and

     o    A number of shares of the Company's common stock equal to 20.7% of the
          liquidation  preference of the new 14% preferred  stock as of the date
          the merger is completed divided by $2.22.

                                       18
<PAGE>

     3. Oak Hill Capital Partners,  L.P. and some parties related to it, who are
the  holders  of all of the shares of the  Company's  Series B  preferred  stock
issued and  outstanding,  will convert all of their shares of Series B preferred
stock,  together  with  dividends  accrued  on  those  shares,  into a total  of
approximately  74.9 million shares of the Company's common stock at a conversion
price of $2.22 per share.

     4. An aggregate  principal amount of $13.0 million of Tranche C of the real
estate term  facility  held by Oak Hill Capital  Partners,  L.P.  together  with
interest on those loans accrued  through October 31, 2000, will be repaid in the
form of ASC  Common  Stock  based on a value of $2.22  per  share of ASC  Common
Stock, resulting in the issuance of approximately 6 million shares of ASC Common
Stock.

     5. A warrant to purchase 6 million shares of the Company's  common stock at
an exercise  price of $2.50 per share will be issued to Oak Hill, as is required
under the securities purchase agreement between Oak Hill and the Company,  dated
as of July 31, 2000,  and amended on September  28, 2000,  November 10, 2000 and
December 21, 2000.

     The  transactions  contemplated by the Merger  Agreement are subject to the
requisite  approvals  of  the  the  Company's   stockholders  and  the  MeriStar
stockholders,  the  satisfaction  or waiver of certain  other  conditions to the
merger and other customary closing conditions, such as regulatory approvals. The
Meristar Merger is currently anticipated to close prior to March 31, 2001.

                           Forward-Looking Statements

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


                                     Item 3
           Quantitative and Qualitative Disclosures about Market Risk

     There have been no material changes in information  relating to market risk
since the  Company's  disclosure  included in Item 7A of Form 10-K as filed with
the Securities and Exchange Commission on October 26, 2000.


                                       19
<PAGE>

                           Part II - Other Information


                                     Item 6
                        Exhibits and Reports on Form 8-K

a) Exhibits

     Included herewith are the following material agreements entered into in the
Company's second fiscal quarter of 2001.

Exhibit No.       Description

Agreement  and Plan of Merger and related  documents  as filed by the Company on
Form 8-K on December 11, 2000.

b) Reports on Form 8-K

     The Company filed a report on Form 8-K on December 11, 2000,  reporting the
Agreement  and Plan of Merger  dated as of  December  8, 2000  between  American
Skiing Company,  MeriStar Hotels and Resorts, Inc. and a wholly-owned subsidiary
formed by American Skiing Company for purposes of the merger.


                                   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: March 13, 2000                            /s/ Christopher E. Howard
-------------------------------                 --------------------------------
                                                Christopher E. Howard
                                                Executive Vice President
                                                (Duly Authorized Officer)


Date:  March 13, 2000                           /s/ Mark J. Miller
-------------------------------                 --------------------------------
                                                Mark J. Miller
                                                Senior Vice President
                                                Chief Financial Officer
                                                (Principal Financial Officer)


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