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 APRIL 29, 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
15,929,353 shares of common stock, $.01 par value, as of June 13, 2001.

<PAGE>


                                Table of Contents

Part I - Financial Information

Item 1.  Financial Statements

         Condensed Consolidated  Statements  of  Operations (unaudited) for  the
          13 weeks ended April 29, 2001 and the 13 weeks ended April 30, 2000..3

         Condensed Consolidated  Statements  of  Operations (unaudited)  for the
          39 weeks ended April 29, 2001 and the 40 weeks ended April 30, 2000..4

         Condensed Consolidated Balance Sheets  as of April 29, 2001 (unaudited)
          and July 30, 2000....................................................5

         Condensed  Consolidated  Statement of Cash Flows (unaudited)  for   the
          39 weeks ended April 29, 2001 and the 40 weeks ended April 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......................................10

         Changes in Results of Operations.....................................16


Item 3.  Quantitative and Qualitative Disclosures
          About Market Risk...................................................20

Part II -Other Information

Item 1.  Legal Proceedings....................................................20

Item 3.  Defaults upon Senior Securities......................................20

Item 6.  Exhibits and Reports on Form 8-K.....................................21


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

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

                                            13 weeks ended        13 weeks ended
                                            April 29, 2001        April 30, 2000
                                              (unaudited)           (unaudited)

    Net revenues:
         Resort                            $       164,170       $       149,942
         Real estate                                15,404                73,153
                                          -----------------     ----------------
           Total net revenues                      179,574               223,095

    Operating expenses:
         Resort                                     84,362                74,865
         Real estate                                16,516                63,450
         Marketing, general and
           administrative                           17,274                13,063
         Merger costs (Note 7)                       3,593                  -
         Depreciation and amortization              18,300                19,076
                                          -----------------     ----------------
           Total operating expenses                140,045               170,454
                                          -----------------     ----------------

    Income from operations                          39,529                52,641
         Interest expense                           12,758                 8,386
                                          -----------------     ----------------

    Income before provision for income
      taxes                                         26,771                44,255
         Provision for income taxes                 13,746                17,472
                                          -----------------     ----------------

    Income before preferred stock
      dividends                                     13,025                26,783
         Accretion of discount and
         dividends accrued on mandatorily
         redeemable preferred stock                  5,789                 5,319
                                          -----------------     ----------------
    Net income available to common
      shareholders                       $           7,236     $          21,464
                                          =================     ================
    Accumulated deficit, beginning of
      period                            $        (119,344)     $        (75,389)

    Net income available to common
      shareholders                                   7,236                21,464
                                          -----------------     ----------------

    Accumulated deficit, end of period  $        (112,108)     $        (53,925)
                                          =================     ================

    Basic earnings per common share
      (Note 3)
    Net income available to common
      shareholders                      $             0.24     $            0.71
                                          =================     ================
    Weighted average common shares
      outstanding                               30,509,283            30,423,073
                                          =================     ================
    Diluted earnings per common share
      (Note 3)
    Net income available to common
      shareholders                      $             0.19     $            0.42
                                          =================     ================
    Weighted average common shares
      outstanding                               62,874,599            60,267,685
                                          =================     ================

                      See accompanying notes to (unaudited)
                  Condensed Consolidated Financial Statements.
                                       3
<PAGE>
                 Condensed Consolidated Statements of Operations
               (In thousands, except share and per share amounts)

                                            39 weeks ended        40 weeks ended
                                            April 29, 2001        April 30, 2000
                                             (unaudited)           (unaudited)

    Net revenues:
         Resort                         $          310,620     $         275,228
         Real estate                                73,345                97,849
                                          -----------------     ----------------
            Total net revenues                     383,965               373,077

    Operating expenses:
         Resort                                    198,995               177,403
         Real estate                                66,310                89,220
         Marketing, general and
           administrative                           45,584                40,099
         Merger costs (Note 7)                       3,593                  -
         Depreciation and amortization              42,257                43,202
                                          -----------------     ----------------
            Total operating expenses               356,739               349,924
                                          -----------------     ----------------

    Income from operations                          27,226                23,153
         Interest expense                           39,800                25,516
                                          -----------------     ----------------

    Loss before provision for income taxes        (12,574)               (2,363)
         Provision for income taxes                  -                     2,472
                                          -----------------     ----------------

    Loss before extraordinary item and
      accounting change                           (12,574)               (4,835)
         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         (10,065)               (6,160)
         Accretion of discount and
           dividends accrued on mandatorily
           redeemable preferred stock               17,280                15,454
                                          -----------------     ----------------
    Net loss available to common
      shareholders                      $         (27,345)     $        (21,614)
                                          =================     ================

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

    Net loss available to common
      shareholders                                (27,345)              (21,614)
                                          -----------------     ----------------

    Accumulated deficit, end of period  $        (112,108)    $         (53,925)
                                          =================     ================
    Basic and diluted loss per common
      share (Note 3)
    Loss from continuing operations     $           (0.98)    $           (0.67)
    Extraordinary loss, net of taxes                  -                   (0.02)
    Cumulative effect of accounting
      change, net of taxes                            0.08                (0.02)
                                          -----------------     ----------------
    Net loss available to common
      shareholders                      $           (0.90)    $           (0.71)
                                          =================     ================
    Weighted average common shares
      outstanding - basic and diluted           30,482,977            30,375,302
                                          =================     ================

                      See accompanying notes to (unaudited)
                  Condensed Consolidated Financial Statements.
                                       4
<PAGE>
                      Condensed Consolidated Balance Sheets
               (In thousands, except share and per share amounts)

                                            April 29, 2001         July 30, 2000
                                             (unaudited)
Assets
Current assets
     Cash and cash equivalents          $            9,782    $           10,085
     Restricted cash                                 8,105                 7,424
     Accounts receivable                            12,270                 8,176
     Inventory                                       9,854                10,200
     Prepaid expenses                                9,232                 8,092
     Deferred income taxes                           1,659                 1,566
                                          -----------------     ----------------
           Total current assets                     50,902                45,543

Property and equipment, net                        547,369               534,078
Real estate developed for sale                     158,414               222,660
Goodwill                                            73,406                75,003
Intangible assets                                   21,444                22,055
Deferred financing costs                            11,443                10,844
Other assets                                        28,766                16,595
                                          -----------------     ----------------
          Total assets                  $          891,744    $          926,778
                                          =================     ================
Liabilities, Mandatorily Redeemable
  Preferred Stock and Shareholders' Equity
Current liabilities
     Current portion of long-term debt
       (Note 5)                         $          138,893    $           58,508
     Current portion of subordinated
       notes and debentures                            525                   525
     Accounts payable and other current
       liabilities                                  92,265                70,957
     Deposits and deferred revenue                  15,546                15,930
                                          -----------------     ----------------
         Total current liabilities                 247,229               145,920
Long-term debt, excluding current portion
  (Note 5)                                         102,893               249,841
Subordinated notes and debentures,
  excluding current portion                        127,010               126,810
Other long-term liabilities                         35,947                17,494
Deferred income taxes                                1,838                   200
                                          -----------------     ----------------
         Total liabilities                         514,917               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 $52,698 and
       $48,706, respectively)                       52,698                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
       $173,854 and $162,865, respectively)        165,592               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 and 15,708,633 issued and
       outstanding, respectively                       157                   157
     Additional paid-in capital                    270,340               269,955
     Accumulated deficit                         (112,108)              (84,763)
                                          -----------------     ----------------
       Total shareholders' equity                  158,537               185,497
                                          -----------------     ----------------
Total liabilities, mandatorily redeemable
  preferred stock and shareholders'
  equity                                $          891,744    $          926,778
                                          =================     ================
                      See accompanying notes to (unaudited)
                  Condensed Consolidated Financial Statements.
                                       5
<PAGE>
                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)

                                            39 weeks ended        40 weeks ended
                                            April 29, 2001        April 30, 2000
                                             (unaudited)           (unaudited)
Cash flows from operating activities
Net loss                                $         (10,065)    $          (6,160)
Adjustments to reconcile net loss to
  net cash used in operating activities:
       Depreciation and amortization                42,257                43,202
       Amortization of discount on debt                695                   274
       Deferred income taxes                         1,544                 1,626
       Stock compensation charge                       369                   388
       Extraordinary loss                             -                    1,017
       Cumulative effect of change in
         accounting principle                      (4,047)                 1,154
       Gain from sale of assets                       (73)               (1,477)
       Decrease (increase) in assets:
                  Restricted cash                    (681)               (1,215)
                  Accounts receivable              (4,094)               (5,179)
                  Inventory                            346                 1,222
                  Prepaid expenses                 (1,139)               (1,392)
                  Real estate developed
                    for sale                        38,006              (52,629)
                  Other assets                     (5,781)                 1,930
       Increase (decrease) in liabilities:
                  Accounts payable and other
                    current liabilities             21,306                11,926
                  Deposits and deferred
                    revenue                          (384)               (7,669)
                  Other long-term liabilities        8,321                 1,300
                  Other, net                          -                      (3)
                                          -----------------      ---------------
Net cash provided by (used in)
  operating activities                              86,580              (11,685)
                                          -----------------      ---------------
Cash flows from investing activities
       Capital expenditures                       (25,004)              (18,994)
       Proceeds from sale of assets                    302                10,020
       Payments for the purchase of
         businesses                                  -                     (162)
       Other, net                                    -                   (1,278)
                                          -----------------      ---------------
Net cash used in investing activities             (24,702)              (10,414)
                                          -----------------      ---------------
Cash flows from financing activities
       Net proceeds from issuance of
         mandatorily redeemable securities           -                   136,540
         Net proceeds from Senior Credit
           Facility                               (32,038)             (123,169)
         Proceeds from long-term debt                -                       147
         Proceeds from non-recourse real
           estate debt                              24,122               104,937
         Repayment of long-term debt               (5,878)               (9,308)
         Repayment of non-recourse real
           estate debt                            (49,302)              (79,843)
         Deferred financing costs                  (1,096)               (4,563)
         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                                     (62,181)                 23,184
                                         -----------------       ---------------
Net increase (decrease) in cash and cash
  equivalents                                       (303)                  1,085
Cash and cash equivalents, beginning of
  period                                           10,085                  9,003
                                         -----------------       ---------------
Cash and cash equivalents, end of
  period                                $           9,782     $           10,088
                                         =================       ===============
                                       6
<PAGE>

Supplementary disclosure of non-cash
  item:
Non-cash transfer of real estate
  developed for sale to fixed assets    $          26,239     $           28,268
Accretion of discount and dividends
  accrued on mandatorily redeemable
  preferred stock                       $          17,280     $           15,454

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

        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. Earnings (loss) per Common Share.  Earnings (loss) per common share
for the 13 weeks,  and the 39 and 40 weeks  ending  April 29, 2001 and April 30,
2000, respectively, were determined based on the following data (in thousands):

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                    13 weeks ended     13 weeks ended    39 weeks ended     40 weeks ended
                                                    April 29, 2001     April 30, 2000    April 29, 2001     April 30, 2000
                                                   -------------------------------------------------------------------------
<S>                                                <C>                 <C>               <C>                <C>
                  Income (loss)
Income (loss) before preferred stock dividends
  and accretion and extraordinary items            $        13,025     $       26,783    $      (12,574)    $      (4,835)
Accretion of discount and dividends accrued on
  mandatorily redeemable preferred stock                     5,789              5,319             17,280            15,454
                                                   -----------------  -----------------  ----------------   ----------------
Income (loss)  before extraordinary items - basic            7,236             21,464           (29,854)          (20,289)
Series B Preferred Stock dividend requirement                4,436              4,093              -                 -
                                                   -----------------  -----------------  ----------------   ----------------
Income (loss) before extraordinary item - diluted           11,672             25,557           (29,854)          (20,289)
Extraordinary loss, net of taxes                              -                  -                 -                   621
Cumulative effect of accounting  changes,  net of
  taxes                                                       -                  -               (2,509)               704
                                                   -----------------  -----------------  ----------------   ----------------
Net income (loss) available to common
  shareholders                                              11,672             25,557           (27,345)          (21,614)
                                                   =================  =================  ================   ================

</TABLE>
<TABLE>
<CAPTION>
                                                    13 weeks ended     13 weeks ended    39 weeks ended     40 weeks ended
                                                    April 29, 2001     April 30, 2000    April 29, 2001     April 30, 2000
                                                   -------------------------------------------------------------------------
<S>                                                         <C>                <C>               <C>              <C>
                      Shares
 Weighted average shares outstanding - basic                30,509             30,423            30,483           30,375
 Effect of dilutive securities:
        Common stock options                                  -                    97              -                -
        Convertible Series B Preferred Stock                32,366             29,748              -                -
                                                   -----------------  -----------------  ----------------   ----------------
Weighted average shares outstanding - diluted               62,875             60,268            30,483           30,375
                                                   =================  =================  ================   ================
</TABLE>

          The Company had outstanding 36,626 shares of Mandatorily Redeemable 10
1/2% convertible  preferred stock at April 29, 2001 and April 30, 2000 which 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 683,750  exercisable  options
outstanding  to purchase  shares of its common stock under the  Company's  stock
option plan as of April 29, 2001 and April 30, 2000, respectively.  These shares
are also excluded from the dilutive share  calculation  because in each case the
exercise  price  is  greater  than  the  average  share  price  for the  periods
presented.

          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:

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                            13 weeks ended     13 weeks ended     39 weeks ended      40 weeks ended
                                            April 29, 2001     April 30, 2000     April 29, 2001      April 30, 2000
                                            --------------------------------------------------------------------------
                                                                         (in thousands)
<S>                                         <C>                <C>                <C>                 <C>
Revenues:
     Resorts                                $      164,170     $      149,942     $      310,620      $      275,228
     Real Estate                                    15,404             73,153             73,345              97,849
                                            ----------------  -----------------   ----------------   -----------------
Total                                       $      179,574     $      223,095     $      383,965      $      373,077
                                            ----------------  -----------------   ----------------   -----------------

Income (loss) before benefit from income taxes
     Resorts                                $       35,734     $       37,935     $        2,934      $      (3,303)

     Real Estate                                   (8,963)              6,320           (15,508)                 940
                                            ----------------  -----------------   ----------------   -----------------
Total                                       $       26,771     $       44,255     $     (12,574)      $      (2,363)
                                            ----------------  -----------------   ----------------   -----------------
</TABLE>

          5. Long Term Debt.  For the quarter ended April 29, 2001,  the Company
would  have been in  default of  certain  financial  covenants  under its senior
credit  facility if a waiver was not entered into with the lenders.  In a waiver
agreement dated as of May 15, 2001, the lenders under the senior credit facility
agreed to waive these  defaults and defer the payment of default  interest until
June 13,  2001 while the  lenders and the  Company  negotiated  a  comprehensive
amendment of the senior credit facility. On June 13, 2001, the lenders under the
senior credit facility extended the waiver period until June 28, 2001,  pursuant
to a waiver dated as of June 14, 2001. Because the Company has not completed the
foregoing  negotiations  or  entered  into an  amendment  of the  senior  credit
facility  as of  the  filing  of  this  report  on  Form  10-Q,  all  borrowings
outstanding  under the senior  credit  facility,  which totaled $85.3 million on
April 29, 2001, have been reclassified from long-term debt to current portion of
long-term debt on the  accompanying  unaudited  condensed  consolidated  balance
sheet as of April 29,  2001.  For more  information  regarding  the  waiver  and
amendment  process  please  see Part I,  Item 2,  "Management's  Discussion  and
Analysis" of this report.

          6. Control by Principal Shareholder.  The Stockholders Agreement dated
August 6, 1999 by and among the  Company,  Oak Hill Capital  Partners,  L.P. and
related  entities  ("Oak  Hill") and Leslie B. Otten 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 the Parent.  As of April 29, 2001, Oak Hill would own 52.0% of the 63,624,321
shares of common  stock of the  Company  that  would be  outstanding  if all the
shares of the Series B Preferred Stock were converted. This ownership percentage
does not assume the conversion of currently outstanding options or the Company's
Series A Preferred Stock, as those securities are exercisable or convertible, as
applicable,  at a price significantly  greater than the current trading price of
the Company's common stock.

          7.  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.,  would have  merged with and into  MeriStar  (the  "MeriStar
Merger"). The Boards of each of the Company and MeriStar met separately on March
22, 2001 and voted to terminate  the proposed  merger due to changes in economic
conditions and the combined  companies'  inability to effect the capital markets
transactions  required to consummate  the merger.  The companies each executed a
letter  terminating  their existing Merger  Agreement  without  liability to the
other.  The Company has recorded a $3.6 million charge during its current fiscal
quarter representing all costs incurred in conjunction with the MeriStar Merger.

          On March 28, 2001,  Leslie B. Otten,  the chairman and chief executive
officer  of the  Company,  resigned  from his  position  effective  immediately.
Following Mr. Otten's  resignation,  William Fair,  formerly the Company's chief
operating officer,  was named chief executive officer of the Company.  Mr. Otten
remains a member of the Company's Board of Directors.
                                       9
<PAGE>

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

                           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. 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.  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; the inability to
implement all or any part of the strategic  plan  described in this report;  the
inability  to  refinance  or  successfully   re-negotiate  our  current  capital
facilities  and debt  instruments  as  necessary  on terms  advantageous  to our
company, if at all; 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.

General

          The following is our  discussion  and analysis of financial  condition
and results of operations  for the quarter ended April 29, 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.


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 Inc., or Resort  Properties,  and its subsidiaries,  including
the assets and stock of Grand Summit Resort  Properties,  Inc., or Grand Summit,
our primary hotel development  subsidiary.  As of April 29, 2001, the book value
of the total assets that collateralized  these facilities and which are included
in the accompanying consolidated balance sheet was approximately $253.3 million.

          On May 30,  2001,  we  announced  a  comprehensive  strategic  plan to
improve our capital structure and enhance future operating performance. The plan
includes the following key components:

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<PAGE>

          o         Strategic  redeployment of management and capital  resources
                    to emphasize the  integration  and growth of resort  village
                    development and operations

          o         Intent to sell Steamboat ski resort

          o         Operational cost savings of approximately $5 million through
                    reorganization  and  staff  reduction

          o         Amendments   to   our   senior  credit   facilities  and  an
                    anticipated   new  capital  infusion  to  enhance  financial
                    flexibility

          We have retained  Credit Suisse First Boston and Main Street  Advisors
to assist with  marketing the Steamboat Ski and Resort  Corporation in Steamboat
Springs, Colorado, the sale of which is anticipated to close prior to the end of
calendar  2001.  We  cannot  assure  you,  however,  that the  proposed  sale of
Steamboat  Ski and Resort  Corporation  will close  prior to the end of calendar
year 2001, if at all.

          As part of our  effort  to  implement  the  operational  cost  savings
element of our plan, we have  converted 160  full-time  year-round  positions to
seasonal positions in order to better match our operating cycle. In addition, we
have eliminated  approximately 70 full time year-round positions.  Prior to this
operational  reorganization,  we had approximately  1,600 full time,  year-round
positions.  At peak employment  during the ski season,  we employ  approximately
11,700 people.  We have  commenced this operational  reorganization  in order to
provide us with  greater  flexibility  in our cost  structure  and respond  more
appropriately to the seasonal nature of our business.

          We  estimate  that these  measures,  along  with other  organizational
changes and cost reduction initiatives,  will result in approximately $5 million
of  annual  cost  savings.  Although  the  impact  of the cost  savings  will be
immediate, near-term restructuring costs will likely delay the benefit from cost
savings until the first quarter of fiscal 2002.

          There can be no assurance that we will be able to fully  implement all
elements of the foregoing strategic plan. The failure to fully implement each of
these  elements may have  significant  adverse  effects on our future  operating
performance and results.

          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 June
12, 2001, total  borrowings  under the revolving credit were $61.6 million,  and
$0.6  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 June 2, 2001, the  outstanding  balance of the term
portion  had been  reduced by $1.3 to $63.7  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 the 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. On April 30, 2001, we successfully
completed our 30-day clean-down requirement for the current year.

          The senior  credit  facility  also places a maximum  level of non-real
estate capital  expenditures of $13 million (of which approximately $7.1 million
had been  expended  as of April 29,  2001) for  fiscal  2001,  exclusive  of the
Heavenly  gondola  project as discussed  below.  Following  fiscal 2001,  annual
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<PAGE>
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 $25.1 million has been expended as
of  April  29,  2001.  The  Heavenly  gondola  became  operational,   and  began
transporting  skiers in December  2000. We are continuing to evaluate the design
and  construction  of  additional  related  amenities  of the  Heavenly  gondola
facilities.

          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.

          For the quarter ended April 29, 2001, we would have been in default of
certain financial covenants under the senior credit facility if a waiver was not
entered into witht he lenders.  In a waiver  agreement dated as of May 15, 2001,
the lenders under the senior credit  facility agreed to waive these defaults and
defer the payment of default  interest until June 13, 2001 while we negotiated a
comprehensive  amendment of the senior credit facility with the lenders. On June
13,  2001,  the lenders  under the senior  credit  facility  extended the waiver
period until June 28, 2001,  pursuant to a waiver dated as of June 14, 2001.  We
are seeking the  lenders'  consent in the  proposed  comprehensive  amendment to
change the existing  financial  covenant  package to accommodate  changes to our
revised business plan and to revise financial covenants for the third quarter of
fiscal 2001 and beyond.  We are continuing  negotiations  with the lenders under
the senior credit facility  regarding the proposed amendment and we believe that
such  negotiations are in their final stages and will be successfully  completed
prior to the June 28, 2001 waiver expiration. In the event that we are unable to
agree  to such  modifications  with  the  lenders  or to  obtain  an  additional
temporary  waiver on or before June 28,  2001,  we will be in default  under the
senior  credit  facility  on June 29,  2001 and will not be entitled to make any
draws upon the revolving portion of that facility. In the event that the lenders
under  the  senior  credit  facility  accelerate  the  indebtedness  under  such
facility,  cross defaults would occur under our senior  subordinated  notes, the
senior credit facility of Resort  Properties and the construction  loan facility
of Grand Summit.  In the event of these defaults,  we will be required to pursue
one or more alternative strategies,  such as attempting to renegotiate the terms
of the senior credit facility,  selling assets, refinancing or restructuring our
indebtedness,  selling  additional debt or equity  securities,  and/or any other
alternatives  available to us under law while we implement  plans and actions to
satisfy  our  financial  obligations.  However,  we cannot  assure  you that any
alternative  strategies  will be  available  or  feasible  at the  time or prove
adequate.  Also,  some  alternative  strategies  will require the consent of our
lenders  before we engage in those  strategies.  Our  inability to  successfully
execute one or more of these alternative strategies would likely have a material
adverse effect on our business and our company.

          Because we have not completed the negotiations  regarding the proposed
comprehensive  amendment to the  financial  covenant  package or entered into an
amendment of the senior credit  facility as of the filing of this report on Form
10-Q, all borrowings outstanding under the senior credit facility, which totaled
$85.3 million on April 29, 2001, have been  reclassified  from long-term debt to
current  portion  of  long-term  debt on the  accompanying  unaudited  condensed
consolidated  balance  sheet as of April 29,  2001.  We expect to file  restated
financial statements reclassifying such debt as long-term upon completion of the
proposed amendment.

          Our high leverage significantly affects our liquidity.  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.
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<PAGE>

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

          Real  Estate  Liquidity.  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 provides the funding of working capital for Resort Properties and its
fiscal 2001 real estate development program.

          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)
collateralize  the real estate term  facility.  As of April 29,  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
$253.3 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 15.25%,  (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  June  12,  2001,  the  principal  balances  outstanding,
including  accrued and unpaid  interest,  under  Tranches A, B & C of the second
amended  real estate  facility  were $30.0  million,  $26.5  million,  and $10.0
million, respectively.

          Oak Hill Capital Partners, L.P. purchased Tranche C of the real estate
term  facility.  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 Resort Properties,  representing approximately 15% of the voting
interest  in  that  entity.  The  purchase  price  of the  warrants  (or  Resort
Properties common stock, as applicable) was $2 million.

          As of June 13, 2001,  the lenders  under the real estate term facility
are entitled to suspend funding under that facility,  due to Resort  Properties'
failure to meet its budget for income and expenses.  Resort Properties'  current
operating  expenses  are being met from the proceeds of the sale of its interest
in Heavenly Resort Properties, LLC, as described below. We are revising our real
estate  business  plan and are  pursuing  discussions  with our  senior  lenders
regarding near-term liquidity issues and a package of restructuring  initiatives
designed to significantly  improve the capital structure and liquidity of Resort
Properties.  Components of the business plan that are being  negotiated  include
restructuring  the real estate term facility to  substantially  reduce  interest
rates and extend amortization and maturity dates, a new capital investment and a
reduction in senior debt.  We are in advanced  discussions  with both our senior
lenders and  potential  sources of  additional  investment  capital for our real
estate subsidiary. Additional capital would both address our near-term liquidity
needs and enhance our ability to execute on the growth  opportunities within our
existing  portfolio of assets.  The terms of such  investments,  however,  would
likely result in substantial  dilution to common equity holders. We believe that
these negotiations are in their final stages and will be successfully  completed
in the near future.

          We cannot assure you that Resort  Properties will be successful in its
attempts  to  restructure  the  real  estate  term  facility  or that we will be
successful in procuring additional investment capital for Resort Properties.  In
the event that such  efforts  are not  successful,  the  lenders  under the real
estate term facility could prohibit the additional use of Heavenly sale proceeds
by Resort  Properties and Resort  Properties would no longer be able to meet its
working  capital  requirements.  In the event  that the  lenders  under the real
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<PAGE>
estate term facility  accelerate the  indebtedness  under that  facility,  cross
defaults  would occur under our senior  subordinated  notes,  our senior  credit
facility and Grand Summit's  construction  loan  facility.  In the event of such
defaults, we will be required to pursue one or more alternative strategies, such
as attempting to renegotiate  the terms of the senior credit  facility,  selling
assets,  refinancing or restructuring our indebtedness,  selling additional debt
or equity securities,  and/or any other  alternatives  available to us under law
while we  implement  plans and  actions to satisfy  our  financial  obligations.
However, we cannot assure you that any alternative  strategies will be available
or feasible at the time or prove  adequate.  Also, some  alternative  strategies
will  require the consent of our lenders  before we engage in those  strategies.
Our  inability  to  successfully  execute  one  or  more  of  these  alternative
strategies  would likely have a material  adverse effect on our business and our
company.

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

          As of June 3, 2001, the amount outstanding under the construction loan
facility was $54.1  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 9.5%.
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. Mortgages against the project sites (including the
completed Grand Summit Hotels at Killington,  Mount Snow, Sunday River, Attitash
Bear Peak, The Canyons,  and  Steamboat)  collateralize  the facility,  which 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,  having a total book value of $169.4 million as of April 29, 2001,
which in turn comprise substantial assets of our business).

          Due to  construction  delays and cost increases at the Steamboat Grand
Hotel project, Grand Summit entered into a $10 million subordinated loan tranche
with TFC Textron  Financial on July 25, 2000. We have used this facility  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 this 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 June 3, 2001, the amount  outstanding  under the subordinated loan tranche
facility was $6.5 million.

          On May 11, 2001, the agent for the lenders under the construction loan
facility  notified Grand Summit that they would no longer be approving  advances
under this facility for project costs due to the placement of certain mechanics'
liens on the Steamboat  Grand Hotel  project.  We have entered into a settlement
memorandum  with the general  contractor  for the Steamboat  Grand Hotel project
which would  resolve all pending  claims  between the parties,  including  those
described in Part II, Item 1, of this report, and would result in the removal of
the foregoing  mechanics'  liens.  The  settlement  memorandum is subject to the
approval of the lenders under the  construction  loan facility.  We have been in
negotiations with the lenders regarding the settlement  memorandum terms and are
working  with the lenders to agree upon an amendment  to the  construction  loan
facility  which would approve the  settlement  memorandum  and allow  additional
funding under the  construction  loan. We are continuing  negotiations  with the
lenders on the  amendment  and we believe that these  negotiations  are in their
final stages and will be  successfully  completed in the near future.  We cannot
assure you that these negotiations will be successful.  If the negotiations with
the lenders are not successful and if we cannot  otherwise remove the mechanics'
liens, Grand Summit will not be able to meet its future operating  expenses.  In
the event that the lenders under the construction  loan facility  accelerate the
indebtedness  under such  facility,  cross defaults would occur under our senior
subordinated  notes,  the senior credit facility of Resort  Properties,  and our
senior credit  facility.  In the event of such defaults,  we will be required to
pursue one or more alternative strategies, such as attempting to renegotiate the
terms  of  the  senior  credit   facility,   selling   assets,   refinancing  or
restructuring our indebtedness,  selling  additional debt or equity  securities,
and/or any other alternatives available to us under law while we implement plans
and actions to satisfy our financial obligations.  However, we cannot assure you
that any  alternative  strategies  will be  available or feasible at the time or
                                       14
<PAGE>
prove adequate.  Also, some  alternative  strategies will require the consent of
our lenders before we engage in those strategies.  Our inability to successfully
execute one or more of these alternative strategies would likely have a material
adverse effect on our business and our company.

          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,  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. We
believe that the  termination of this agreement will allow Resort  Properties to
market more  aggressively  certain  developmental  real estate at its resorts to
other potential timeshare investors.

          On May 11, 2001, we sold our 85% ownership interest in Heavenly Resort
Properties,  LLC,  the  entity  that  controls  the  development  rights for the
Heavenly  Grand Summit  quartershare  hotel  adjacent to our Heavenly  resort in
South Lake Tahoe, CA, to Marriott  Vacation Club  International,  a wholly owned
subsidiary of Marriott International.  Pursuant to the terms of the sale, Resort
Properties received $6.2 million in cash proceeds at closing on May 11, 2001 and
will receive an  additional  $5.0 million  payment from  Marriott on January 15,
2002. In addition,  Resort  Properties will receive a contingent sales fee equal
to 14% of the aggregate gross sales proceeds  Marriott receives for its sales of
the  quartershare  units in  excess of $100  million  up to $134  million.  This
contingent  sales fee will be paid quarterly  commencing on January 15, 2003 and
at the end of each calendar quarter  thereafter for as long as such payments are
due. We have not recognized  the value of the contingent fee in calculating  our
loss on the sale of approximately $0.8 million.

          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 $7.1 had
been  expended as of April 29,  2001).  In fiscal 2000, we spent $7.4 million on
the Heavenly gondola  project,  and during the nine months ended April 29, 2001,
$17.7 million had been spent. The Heavenly gondola became operational, and began
transporting  skiers, in December 2000. We are continuing to evaluate the design
and  construction  of  additional  related  amenities  of the  Heavenly  gondola
facilities.

          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  we  can  defer  specific  capital
expenditures for extended  periods,  continued growth of skier visits,  revenues
and  profitability  will require  continued  capital  investment in  on-mountain
improvements.

          We 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 April 29,
2001,  we had  expended  $25.1  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.
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<PAGE>
          Our business plan  anticipates the development of Grand Summit hotels,
condominium  hotels and  townhouses,  as well as associated  retail and food and
beverage  outlets at our  resorts.  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.   We  undertake  real  estate  development   through  our  real  estate
development subsidiary, Resort Properties.  Recourse on debt incurred to finance
this  real  estate   development  is  limited  to  Resort   Properties  and  its
subsidiaries, which include Grand Summit. This debt is usually collateralized by
the projects that it finances,  which,  in some cases,  constitute a significant
portion of our assets.  As of April 29, 2001,  the total assets  collateralizing
the real estate facilities,  included in the accompanying  consolidated  balance
sheet,  totaled  approximately $253.3 million. The real estate term facility and
the construction loan facility  currently fund Resort Properties' seven existing
development projects.

          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  we
expect this financing 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.  We must  generate  required  equity
contributions  for these projects before  undertaking them, 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 Resort
Properties or its real estate development  subsidiaries.  Financing  commitments
for future real estate  development do not currently  exist, and we can offer no
assurance that they will be available on satisfactory terms. We will be required
to establish both equity sources and construction  facilities or other financing
arrangements for our projects before undertaking them.

          We have 36,626  shares of  mandatorily  redeemable  10 1/2%  preferred
stock outstanding, with an accreted value of $52.7 million as of April 29, 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.

                       Changes in Results from Operations

          Our 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 39 weeks ended April 29,
2001 are not directly comparable to the 40 weeks ended April 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  (April  29,  2001 vs.  April 30,  2000).
Therefore,  the extra  week  effectively  fell at the  beginning  of the  period
presented  for the prior fiscal year,  or the week ending August 1, 1999 for the
40-week  period ended April 30, 2000.  Since this extra week did not fall during
our primary  revenue  producing  season,  it would have  contributed  negligible
revenues  and  negative  earnings  to the  fiscal  2000  period  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 39-week  basis.  The extra week in
fiscal 2000 did not effect the  comparison  of the 13 weeks ended April 29, 2001
and April 30, 2000.

          We do not  believe  that  the  additional  week in  fiscal  2000 had a
material impact on the  comparability of the results from real estate operations
due to the intermittent nature of our real estate sales activity.  Therefore, we
do not address  separately the extra week as a part of the changes in results of
real estate operations.

          For the 13 weeks ended  April 29, 2001  compared to the 13 weeks ended
April 30, 2000

                                       16
<PAGE>

Resort Operations:

          Resort  revenues  increased $14.3 million in the third quarter of 2001
compared to the third  quarter of fiscal  2000,  from  $149.9  million to $164.2
million.  We experienced a rather strong ski season this year, when compared the
previous season. Our Eastern resorts had solid skier visits due to substantially
improved  weather  conditions  and The  Canyons  showed  strength as that resort
continues  to mature.  Lack of  natural  snowfall  at our  western  resorts  and
softness in destination business at Steamboat and The Canyons,  resulting from a
slowdown in the  national  economy,  weakened  our skier visits in the west this
year. Our company-wide skier visits were up 1.3% in third quarter over last year
and our overall  revenues per skier visit  increased 8.1% this quarter over last
year.  We realized a $5.3 million  increase in lift ticket  revenue this quarter
over last year and a $9.0 million increase in non-ticket  revenues.  The largest
contributors  to the  increase  in  non-ticket  revenues  were our two new Grand
Summit  Hotels.  This was the first year of operations  for the Steamboat  Grand
Hotel and it  contributed  $2.1  million  in resort  revenues  during  the third
quarter.  The Grand Summit Hotel at The Canyons  opened during the third quarter
of fiscal 2000,  and this season we reaped the benefits of its first full season
of operations by realizing $3.4 million in resort revenues in the third quarter,
compared to $1.2 million last year.

          Our resort  segment  generated a $35.7  million  profit  before income
taxes and preferred dividends for the current fiscal quarter,  compared to $37.9
million in the third quarter of fiscal 2000, a decrease of $2.2 million. Current
year results  include a $3.6 million  charge  representing  costs we incurred in
connection  with the withdrawn  merger with MeriStar Hotels and Resorts and $2.1
million  in  employee  severance  and  restructuring  charges  relating  to  our
reorganization  efforts.   Exclusive  of  these  non-recurring  charges,  resort
operating  profits would have increased $3.5 million over last year, broken down
as follows:


i.        an increase in resort EBITDA (earnings before taxes,  depreciation and
          amortization)  of $2.6 million,  from $62.0 million last year to $64.6
          million this year;

ii.       a decrease in resort  depreciation  and  amortization of $1.1 million;
          and

iii.      an increase in resort interest expense of $0.2 million.

          The  increase  in  skier  visits  this  year  over  last  and the full
operation  of the  Steamboat  and Canyons  Grand  Summit  hotels,  both of which
contributed to our $14.3 million increase in resort revenues,  also generated an
$11.6 million  increase in operational  and marketing and  administrative  costs
(exclusive of merger costs and employee  severance and  restructuring  charges).

Our resort EBITDA margin for the quarter  (excluding the  non-recurring  charges
referred  to above) was down  slightly  compared  to last year (39% vs 41%).  We
expect to see an  increase  in our resort  EBITDA  margins  going  forward as we
execute our strategic  plan to reduce  operational  costs  throughout our resort
network.

Real Estate Operations:

          Real estate revenues decreased by $57.8 million in the current quarter
compared to fiscal 2000,  from $73.2 million to $15.4 million.  We realized $5.5
million  in sales on the  Steamboat  Grand  Hotel in the third  quarter of 2001,
compared to zero last year.  We also  realized  $6.5 million and $0.5 million in
sales at the Canyons Grand Summit Hotel and the Sundial Lodge, respectively,  in
the current quarter  compared to $40.6 million and $21.2 million,  respectively,
in the third quarter of 2000.  Continuing  sales of quartershare  units of Grand
Summit  Hotels at our eastern  resorts  contributed  $2.7 million in real estate
revenues for the current  quarter  compared to $9.5 million in the third quarter
of fiscal 2000, a decrease of $7.0 million.

          Our real estate  segment  generated a loss before income taxes of $9.0
million for the third quarter of fiscal 2001,  compared to a $6.3 million profit
in the third quarter of fiscal 2000. The current year operating loss consists of
a $1.1  million  loss from real  estate  EBITDA,  $7.2  million  in real  estate
interest expense and $0.7 million in real estate  depreciation and amortization.
The comparative  breakdown from the first quarter of fiscal 2000 was real estate
EBITDA of $9.7 million,  real estate  interest  expense of $3.0 million and real
estate  depreciation  and  amortization of $0.4 million.  Our real estate EBITDA
loss for the current quarter breaks down as follows:

                                       17
<PAGE>

          o         a  $0.9   million  gain  from  unit  sales  at  our  western
                    properties;

          o         a  $0.4   million  loss  from  unit  sales  at  our  eastern
                    properties;

          o         a $0.8  million  loss accrual on the sale of our interest in
                    the  Heavenly  Grand  Summit  hotel site  (exclusive  of the
                    contingent sales fee that has not been recognized); and

          o         $0.8  million in  corporate  real estate  general  sales and
                    administrative expenses.

          The  $4.2  million  increase  in  real  estate  interest  expense  was
primarily  the result of lower  capitalized  interest  in fiscal 2001 due to the
completion  of the Grand  Summit  Hotel at The  Canyons in the third  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 third  quarter of
fiscal 2000 and none in the third quarter of 2001. We are no longer capitalizing
any interest on our real estate debt as  construction  has been completed on all
current projects.

          Provision for income taxes decreased $3.8 million,  from $17.5 million
in the third quarter last year to $13.7 million this year. We have  re-evaluated
our income tax position,  and have determined that we do not expect to recognize
any income tax expense or benefit in the foreseeable  future.  Consequently,  in
the current  quarter we have  reversed the $13.7  million of income tax benefits
recognized in the first and second quarters of fiscal 2001.

          Accretion of discount and dividends accrued on mandatorily  redeemable
preferred stock increased $0.5 million,  from $5.3 million for the third 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 39 weeks ended April 29, 2001 compared to the 40
                           weeks ended April 30, 2000

Resort Operations:

          Resort  revenues  increased $35.4 million for the 39 weeks ended April
29, 2001 compared to the 40 weeks ended April 30, 2000,  from $275.2  million to
$310.6 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  increased $38.9 million over the comparable  period of the prior year.
Fiscal 2001 saw a return to more normal weather  conditions  throughout  much of
the country.  We saw a strong  increase in skier visits in the East and realized
the benefit of our additional  snowmaking capacity at Killington.  However, this
was  offset  by a lack of  natural  snowfall  in the  West and  softness  in the
destination business at Steamboat and The Canyons,  resulting from a slowdown in
the national economy.

          Our  company-wide  skier  visits  were up more  than 5% over last year
through  the end of third  quarter  and our  overall  revenues  per skier  visit
increased  more than 7% over last year. We realized a $14.8 million  increase in
lift ticket  revenue  this year over last year and a $20.6  million  increase in
non-ticket  revenues.  The largest  contributors  to the increase in  non-ticket
revenues  were our two new  Grand  Summit  Hotels.  This was the  first  year of
operations  for the  Steamboat  Grand Hotel and it  contributed  $3.6 million in
resort revenues through the end of the third quarter.  The Grand Summit Hotel at
The Canyons  opened during the third quarter of fiscal 2000,  but this season we
reaped the benefits of its first full season of  operations  by  realizing  $8.0
million in resort  revenues  through the end of the third  quarter,  compared to
$1.2 million last year.  We also  realized an increase in other resort  revenues
(food &  beverage,  skier  development  and retail & rental) of over $12 million
combined as a direct result of the increase in skier visits over last year.

                                       18
<PAGE>

          Our resort segment generated a $2.9 million profit before income taxes
and  preferred  dividends  for the first 39 weeks of fiscal 2001,  compared to a
loss of $3.3  million for the first 40 weeks of fiscal  2000.  Exclusive  of the
$1.6 million of  non-recurring  gains from asset sales in fiscal 2000,  the $5.7
million in non-recurring  reorganization  and merger costs incurred in the third
quarter  of fiscal  2001 and a $1.1  million  loss from the first week of fiscal
2000, our resort  segment profit  increased by $12.4 million on a comparative 39
week basis over last year due to the following:


     i.      an increase in resort EBITDA of $11.5 million

    ii.      a decrease in resort depreciation and amortization of $2.0 million

   iii.      an increase in resort interest expense of $1.1 million

Real Estate Operations:

          Real estate revenues decreased by $24.5 million in the current 39 week
period  compared to the 40 week  period of fiscal  2000,  from $97.9  million to
$73.3  million.  We realized $37.3 million in revenues from closings of pre-sold
quartershare  units in the recently  completed  Steamboat  Grand Hotel and $17.3
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 our eastern  resorts  contributed
$5.5 million in real estate  revenues for the current 39 week period compared to
$15.2 million in the  corresponding 40 week period of fiscal 2000, a decrease of
$9.7 million. Prior year results include $39.0 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 and $40.6 million
in sales of the Canyons Grand Summit Hotel.

          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 and
we sold our 85%  ownership  interest in Heavenly  Resort  Properties,  LLC,  the
entity that  controls  the  development  rights for the  Heavenly  Grand  Summit
quartershare  hotel adjacent to our Heavenly resort in South Lake Tahoe,  CA, to
Marriott Vacation Club International, also a wholly owned subsidiary of Marriott
International, for $11.2 million.

          Our real estate segment  generated a loss before income taxes of $15.5
million for the 39 week period ended April 29, 2001,  compared to a $0.9 million
profit for the 40 week period ended April 30, 2000.  The current year  operating
loss consists of $7.0 million in real estate EBITDA,  offset by $20.4 million in
real estate interest  expense and $2.1 million in real estate  depreciation  and
amortization.  The  comparative  breakdown  from the first nine months of fiscal
2000 was a real estate EBITDA of $8.6 million,  real estate interest  expense of
$6.8 million and real estate depreciation and amortization of $0.9 million.  Our
real estate EBITDA for the current year breaks down as follows:

          o         a  $2.3   million  gain  from  unit  sales  at  our  western
                    properties;

          o         a  $0.3  million  gain  from  unit  sales  at  our   eastern
                    properties;

          o         a $7.4 million gain from our sale of land  options rights at
                    South Lake Tahoe;

          o         a $0.8  million  loss accrual on the sale of our interest in
                    the  Heavenly  Grand  Summit  hotel site  (exclusive  of the
                    contingent sales fee that has not been recognized); and

          o         $2.2  million in  corporate  real estate  general  sales and
                    administrative expenses.

          The  $13.6  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 in the third  quarter of
fiscal 2000 and the  Steamboat  Grand Hotel in the first quarter of fiscal 2001.
We  capitalized  $12.1 million of real estate  interest in the first 40 weeks of
fiscal  2000 and  $2.1  million  in the  first  39  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.

                                       19
<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.

          Provision from income taxes decreased from $2.4 million in fiscal 2000
to $0.0 this  year.  We have  re-evaluated  our income  tax  position,  and have
determined  that we do not expect to recognize any income tax expense or benefit
in the foreseeable future. Consequently, in the current quarter we have reversed
the $13.7  million of income  tax  benefits  recognized  in the first and second
quarters of fiscal 2001.

          Accretion of discount and dividends accrued on mandatorily  redeemable
preferred  stock  increased $1.8 million,  from $15.5 million for fiscal 2000 to
$17.3  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.

                                     Item 3
           Quantitative and Qualitative Disclosures about Market Risk

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

                           Part II - Other Information

                                     Item 1
                                Legal Proceedings

          On May 4, 2001,  Colorado  First/PCL,  the general  contractor for the
construction  of the  Steamboat  Grand  Hotel,  filed a  complaint  against  our
subsidiary,  Grand Summit Resort  Properties,  Inc.,  in the District  Court for
Routt County,  Colorado.  The complaint seeks unspecified damages resulting from
Grand  Summit's  failure  to pay  direct  and  indirect  costs  relating  to the
construction of the Steamboat Grand Hotel, as well as foreclosure of the general
contractor's mechanics' lien in the amount of $6,633,072. Certain subcontractors
on the Steamboat  Grand Hotel project have also filed  mechanics'  liens against
the project in an amount totaling  approximately  $3,466,0081.  Grand Summit and
the general  contractor  have entered into a memorandum of settlement  dated May
17, 2001 for  settlement of all claims under the  complaint  and Grand  Summit's
anticipated  counterclaim.  Under the terms of the  settlement  memorandum,  the
general  contractor  would be required to satisfy all claims of  subcontractors.
The settlement  memorandum is subject to the approval of the lenders under Grand
Summit's construction loan facility, and approval is currently in process.

                                     Item 3
                         Defaults Upon Senior Securities

          See "Liquidity and Capital  Resources" for a discussion  regarding our
defaults  under our  senior  credit  facility  and under the  construction  loan
facility of Grand Summit Resort Properties.

                                       20
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: June 13, 2001                                 /s/ William Fair
-------------------------------                 --------------------------------
                                                    William Fair
                                                    Chief Executive Officer
                                                    (Duly Authorized Officer)


Date:  June 13, 2001                                /s/ Mark J. Miller
-------------------------------                 -------------------------------
                                                     Mark J. Miller
                                                     Senior Vice President
                                                     Chief Financial Officer
                                                   (Principal Financial Officer)



                                     Item 6
                        Exhibits and Reports on Form 8-K

a) Exhibits

         Included herewith are the following material agreements:

Exhibit No.       Description

1.        Waiver and  Agreement  dated as of May 15, 2001 by and among  American
          Skiing Company,  the other borrowers party thereto,  the lenders party
          thereto and Fleet National Bank, N.A. as agent.

2.        Waiver and Agreement  dated as of June 14, 2001 by and among  American
          Skiing Company,  the other borrowers party thereto,  the lenders party
          thereto and Fleet National Bank, N.A. as agent.

b) Reports on Form 8-K

         We filed a report on Form 8-K on February 23, 2001, reporting an
Amendment to 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.

         We filed a report on Form 8-K on March 23, 2001, reporting the
termination of its Agreement and Plan of Merger dated December 8, 2000 with
MeriStar Hotels and Resorts, Inc.

         We filed a report on Form 8-K on March 28, 2001, reporting the
resignation of our chairman and chief executive officer, Leslie B. Otten, and
the promotion of its chief operating officer, William Fair, to replace Mr. Otten
as our chief executive officer, effective immediately.

                                       21