UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
               ACT OF 1934 FOR THE QUARTER ENDED JANUARY 26, 2003
                                       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)


                             136 Heber Avenue, #303
                                  P.O. Box 4552
                              Park City, Utah 84060
                     (Address of principal executive office)
                                   (Zip Code)

                                 (435) 615-0340
              (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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act.
Yes [  ] No [X]

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 16,963,611
shares of common stock, $.01 par value, as of February 23, 2003.

<PAGE>

                    American Skiing Company and Subsidiaries

                                Table of Contents

Part I - Financial Information

Item 1.   Financial Statements

         Condensed Consolidated Statements of Operations for the 13 weeks
              ended January 27, 2002 and January 26, 2003 (unaudited)..........3

         Condensed Consolidated Statements of Operations for the 26 weeks
              ended January 27, 2002 and January 26, 2003 (unaudited)..........4

         Condensed Consolidated Balance Sheets as of July 28, 2002
              and January 26, 2003 (unaudited).................................5

         Condensed Consolidated Statements of Cash Flows for the 26 weeks
              ended January 27, 2002 and January 26, 2003 (unaudited)..........6

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

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

         General..............................................................14

         Liquidity and Capital Resources......................................16

         Results of Operations................................................22


Item 3.   Quantitative and Qualitative Disclosures
              About Market Risk...............................................29

Item 4.  Controls and Procedures..............................................29


Part II - Other Information

Item 2.  Changes in Securities and Use of Proceeds............................29

Item 5.  Other Information....................................................29

Item 6.   Exhibits and Reports on Form 8-K....................................29


                                       2
<PAGE>
                    American Skiing Company and Subsidiaries

Part I - Financial Information

                           Item 1 Financial Statements
<TABLE>
                 Condensed Consolidated Statements of Operations
               (In thousands, except share and per share amounts)
<CAPTION>
                                  13 weeks ended         13 weeks ended
                                 January 27, 2002       January 26, 2003
                                   (unaudited)            (unaudited)
    Net revenues:
         <S>                       <C>                    <C>
         Resort                    $   87,986             $   98,961
         Real estate                   12,080                  1,325
                                  -------------------    -------------------
              Total net revenues      100,066                100,286
                                  -------------------    -------------------
    Operating expenses:
         Resort                        60,799                 65,794
         Real estate                   11,953                  1,898
         Marketing, general and
           administrative              15,154                 16,552
         Restructuring and asset
           impairment charges          26,253                      -
         Depreciation and amortization 10,757                 11,978
                                  -------------------    -------------------
          Total operating expenses    124,916                 96,222
                                  -------------------    -------------------
    Income (loss) from operations     (24,850)                 4,064
    Interest expense, net              13,106                 11,513
                                  -------------------    -------------------

    Loss from continuing operations   (37,956)                (7,449)

    Income from discontinued
      operations of Heavenly resort     2,523                      -
                                 -------------------    -------------------
    Net loss                          (35,433)                (7,449)

    Accretion of discount and
      dividends on mandatorily
      redeemable preferred stock       (8,266)                (9,243)
                                 -------------------    -------------------
    Net loss available to common
      shareholders                  $ (43,699)            $  (16,692)
                                 ===================    ===================

    Accumulated deficit,
      beginning of period           $(291,884)            $ (472,150)

    Net loss available to common
      shareholders                    (43,699)               (16,692)
                                 -------------------    -------------------

    Accumulated deficit, end
      of period                     $(335,583)            $ (488,842)
                                 ===================    ===================
<CAPTION>
    Basic and diluted net loss per common share:
    <S>                            <C>                    <C>
    Loss from continuing
      operations                   $  (1.46)              $   (0.53)
    Income from discontinued
      operations                       0.08                       -
                                 -------------------    -------------------
    Net loss available to common
      shareholders                 $  (1.38)              $   (0.53)
                                 ===================    ===================

    Weighted average common shares
      outstanding - basic
      and diluted                  31,718,123             31,724,141
                                 ===================    ===================
</TABLE>

     See accompanying notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>
                    American Skiing Company and Subsidiaries

<TABLE>
                 Condensed Consolidated Statements of Operations
               (In thousands, except share and per share amounts)
<CAPTION>
                               26 weeks ended         26 weeks ended
                              January 27, 2002       January 26, 2003
                                (unaudited)            (unaudited)
    Net revenues:
         <S>                  <C>                    <C>
         Resort               $    105,308           $    115,872
         Real estate                14,871                  5,039
                                 --------------        --------------
          Total net revenues       120,179                120,911
                                 --------------        --------------
    Operating expenses:
         Resort                     84,210                 88,294
         Real estate                16,062                  5,474
         Marketing, general and
           administrative           24,959                 26,585
         Restructuring and asset
           impairment charges       27,879                      -
         Depreciation and
           amortization             14,686                 15,549
                                 --------------        --------------
          Total operating
            expenses               167,796                135,902
                                 --------------        --------------
    Loss from operations           (47,617)               (14,991)
    Interest expense, net           26,817                 22,632
                                 --------------        --------------
    Loss from continuing operations
      before cumulative effect
      of a change in accounting
      principle                    (74,434)               (37,623)

    Loss from discontinued
      operations of Heavenly resort   (204)                     -
                                 --------------        --------------
    Loss before cumulative effect
      of a change in accounting
      principle                    (74,638)               (37,623)
    Cumulative effect of a change
      in accounting principle      (18,658)                     -
                                 --------------        --------------
    Net loss                       (93,296)               (37,623)

    Accretion of discount and
      dividends on mandatorily
      redeemable preferred stock   (15,952)               (18,174)
                                 --------------        --------------
    Net loss available to
      common shareholders     $   (109,248)          $    (55,797)
                                 ==============        ==============
    Accumulated deficit,
      beginning of period     $   (226,335)          $   (433,045)
    Net loss available to
      common shareholders         (109,248)               (55,597)
                                ---------------        --------------
    Accumulated deficit,
      end of period           $   (335,583)          $   (488,842)
                                ===============        ==============

    Basic and diluted net loss per common share:
    Loss from continuing
      operations before cumulative
      effect of a change in
      accounting principle    $      (2.87)          $      (1.76)
    Loss from discontinued
      operations                     (0.01)                     -
    Cumulative effect of a
      change in accounting
      principle                      (0.59)                     -
                                ---------------       --------------
    Net loss available to
      common shareholders     $      (3.47)          $      (1.76)
                                ===============       ==============
    Weighted average common
      shares outstanding -
      basic and diluted          31,541,327             31,724,141
                                ===============       ==============
</TABLE>
     See accompanying notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>
                    American Skiing Company and Subsidiaries

<TABLE>
                      Condensed Consolidated Balance Sheets
               (In thousands, except share and per share amounts)
<CAPTION>
                                                                                     July 28, 2002         January 26, 2003
                                                                                     (unaudited)             (unaudited)
Assets
Current assets
<S>                                                                                   <C>                    <C>
     Cash and cash equivalents                                                        $  6,924               $ 14,446
     Restricted cash                                                                     2,925                  2,679
     Accounts receivable, net                                                            9,818                  9,995
     Inventory                                                                           4,057                  7,362
     Prepaid expenses                                                                    4,264                  6,568
     Deferred income taxes                                                               6,167                  6,167
                                                                                   -----------------      ------------------
           Total current assets                                                         34,155                 47,217

Property and equipment, net                                                            395,566                387,485
Real estate developed for sale                                                          50,878                 48,217
Intangible assets, net                                                                   9,540                  9,516
Deferred financing costs, net                                                            8,561                  7,368
Other assets                                                                            23,293                 28,564
                                                                                   -----------------      ------------------
                                                                                      $521,993              $ 528,367
                                                                                   =================      ==================

<CAPTION>
Liabilities, Mandatorily Redeemable Preferred Stock and Shareholders' Deficit
Current liabilities
     <S>                                                                              <C>                    <C>
     Current portion of long-term debt                                                $103,495               $105,672
     Current portion of subordinated notes and debentures                                1,074                  1,074
     Accounts payable and other current liabilities                                     52,182                 72,298
     Deposits and deferred revenue                                                       8,533                 38,921
                                                                                   -----------------      ------------------
         Total current liabilities                                                     165,284                217,965

Long-term debt, excluding current portion                                               76,855                 64,984
Subordinated notes and debentures, excluding current portion                           139,617                140,570
Other long-term liabilities                                                             28,320                 30,554
Deferred income taxes                                                                    6,167                  6,167
                                                                                   -----------------      ------------------
         Total liabilities                                                             416,243                460,240
                                                                                   -----------------      ------------------

Mandatorily Redeemable Convertible 10 1/2% Series A Preferred Stock, par value of $0.01
  per share; 40,000 shares authorized; 36,626 shares issued and outstanding, including
  cumulative dividends (redemption value of $60,032 and $63,260, respectively)          60,032                 63,260
Mandatorily Redeemable 8 1/2% Series B Preferred Stock; 150,000 shares authorized,
  issued and outstanding (redemption value of $0)                                            -                      -
Mandatorily Redeemable Convertible 12% Series C-1 Preferred Stock, par value of $0.01
  per share; 40,000 shares authorized, issued and outstanding, including cumulative
  dividends (redemption value of $44,532 and $47,237, respectively)                     43,884                 46,617
Mandatorily Redeemable 15% Nonvoting Series C-2 Preferred Stock, par value of
  $0.01 per share; 139,453 shares authorized, issued and outstanding, including
  cumulative dividends (redemption value of $159,404 and $171,550, respectively)       157,139                169,352
Mandatorily Redeemable Nonvoting Series D Preferred Stock, par value of $0.01 per
  share; 5,000 shares authorized; no shares issued or outstanding                            -                      -

Shareholders' Deficit
     Common stock, Class A, par value of $0.01 per share; 15,000,000 shares
           authorized; 14,760,530 shares issued and outstanding                            148                    148
     Common stock, par value of $0.01 per share; 100,000,000 shares authorized;
           16,963,611 shares issued and outstanding                                        170                    170
     Additional paid-in capital                                                        277,422                277,422
     Accumulated deficit                                                              (433,045)              (488,842)
                                                                                   -----------------      ------------------
        Total shareholders' deficit                                                   (155,305)              (211,102)
                                                                                   -----------------      ------------------
        Total liabilities, mandatorily redeemable preferred stock and
          shareholders' deficit                                                       $521,993               $528,367
                                                                                   =================      ==================
</TABLE>
     See accompanying notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>
                    American Skiing Company and Subsidiaries

<TABLE>
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
<CAPTION>
                                        26 weeks ended        26 weeks ended
                                       January 27, 2002      January 26, 2003
                                         (unaudited)           (unaudited)
Cash flows from operating activities
<S>                                      <C>                   <C>
Net loss                                 $ (93,296)            $  (37,623)
Adjustments to reconcile net loss to
  net cash provided by operating activities:
       Depreciation and amortization        18,838                 15,549
       Discount on convertible debt            252                    189
       Non-cash interest on junior
         subordinated notes                    550                    764
       Stock compensation charge                69                      -
       Cumulative effect of a change in
         accounting principle               18,658                      -
       Gain from sale of assets               (483)                  (486)
       Decrease (increase) in assets:
            Restricted cash                   (449)                   246
            Accounts receivable, net         2,752                   (177)
            Inventory                       (5,651)                (3,305)
            Prepaid expenses                (2,492)                (2,304)
            Real estate developed for sale   9,350                  2,661
            Other assets                    (2,767)                (5,418)
       Increase (decrease) in liabilities:
            Accounts payable and other
              current liabilities           10,459                 20,116
            Deposits and deferred revenue   21,185                 30,388
            Other long-term liabilities        912                  2,234
            Other, net                      34,057                      -
                                       -------------------    ------------------
              Net cash provided by
                operating activities        11,944                 22,834
                                       -------------------    ------------------

Cash flows from investing activities
       Capital expenditures                 (5,349)                (5,833)
       Proceeds from sale of assets          9,598                    705
       Other, net                               (1)                     -
                                       -------------------    ------------------
              Net cash provided by
                (used in) investing
                activities                   4,248                 (5,128)
                                       -------------------    ------------------

Cash flows from financing activities
      Proceeds from Resort Senior
        Credit Facility                     47,112                 53,434
      Repayment of Resort Senior
        Credit Facility                    (69,065)               (65,449)
      Proceeds from long-term debt          26,500                      -
      Repayment of long-term debt           (3,113)                  (944)
      Proceeds from real estate debt        17,619                  6,353
      Repayment of real estate debt        (25,099)                (3,088)
      Payment of deferred financing costs     (206)                  (490)
      Proceeds from issuance of common stock 1,000                      -
      Other, net                                (3)                     -
                                       -------------------    ------------------
              Net cash used in
                financing activities        (5,255)               (10,184)
                                       -------------------    ------------------

Net increase in cash and cash equivalents   10,937                  7,522
Cash and cash equivalents, beginning
  of period                                 11,592                  6,924
                                       -------------------    ------------------
Cash and cash equivalents, end of period $  22,529             $   14,446
                                       ===================    ==================

Supplemental disclosure of cash flow information:
Accretion of discount and dividends
  on mandatorily redeemable
  preferred stock                        $  15,952             $   18,174
Cash paid for interest                      27,589                 22,036
</TABLE>
     See accompanying notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>
                    American Skiing Company and Subsidiaries

        Notes to Condensed Consolidated Financial Statements (Unaudited)

1.  General

         American Skiing Company (ASC) is organized as a holding company and
operates through various subsidiaries (collectively, the Company). The Company
operates in two business segments, resort operations and real estate
development. The Company performs its real estate development through its wholly
owned subsidiary, American Skiing Company Resort Properties, Inc. (Resort
Properties), and Resort Properties' subsidiaries, including Grand Summit Resort
Properties, Inc. (Grand Summit). The Company's fiscal year is a fifty-two week
or fifty-three week period ending on the last Sunday of July. Fiscal 2003 and
Fiscal 2002 are fifty-two week reporting periods, with each quarter consisting
of 13 weeks. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America 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 accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) 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. Due to the
seasonality of the ski industry, the Company typically incurs losses related to
resort operations during its first and fourth fiscal quarters. The unaudited
condensed consolidated financial statements should be read in conjunction with
the following notes and the Company's consolidated financial statements included
in its Form 10-K for the fiscal year ended July 28, 2002, filed with the
Securities and Exchange Commission on March 7, 2003. The accompanying condensed
consolidated financial statements reflect adjustments and reclassifications made
to the unaudited quarterly financial information presented in Note 21 of the
Company's Fiscal 2002 Form 10-K.

2.  Discontinued Operations

         On May 9, 2002, the Company completed the sale of its Heavenly resort
(Heavenly) in South Lake Tahoe to Vail Resorts, Inc. The sale of Heavenly has
been accounted for in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144). In accordance with SFAS No. 144, the results of
operations for Heavenly for the first quarter of Fiscal 2002 have been reflected
as discontinued operations. Revenues applicable to the operations of Heavenly
were $21.1 million and $24.1 million for the 13 weeks and 26 weeks ended January
27, 2002, respectively.

3.  Critical Accounting Policies

         The discussion and analysis of the Company's financial condition and
results of operations are based upon its condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of sales and expenses during the reporting periods. Areas
where significant judgments are made include, but are not limited to: allowance
for doubtful accounts, long-lived asset valuation, realizability and useful
lives, and deferred income tax asset valuation allowance. Actual results could
differ materially from these estimates. The following are the Company's critical
accounting policies:

Property and Equipment
         Property and equipment are carried at cost, net of accumulated
depreciation and impairment charges. Depreciation is calculated using the
straight-line method over the assets' estimated useful lives which range from 9
to 40 years for buildings, 3 to 12 years for machinery and equipment, 10 to 50
years for leasehold improvements and 5 to 30 years for lifts, lift lines and
trails. Assets held under capital lease obligations are amortized over the
shorter of their useful lives or their respective lease lives. Due to the
seasonality of the Company's business, the Company records a full year of
depreciation relating to its resort operating assets during the second and third
quarters of the Company's fiscal year.

Goodwill and Other Intangible Assets
         During the first quarter of Fiscal 2002, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets" and was required to evaluate its existing intangible assets and goodwill
in a transitional impairment analysis. As a result of the transitional
impairment analysis, the Company recorded an impairment loss of $18.7 million
representing 100% of its goodwill. This loss was recorded as a cumulative effect
of a change in accounting principle in the accompanying condensed consolidated
statement of operations for the first quarter of Fiscal 2002. Furthermore, as
prescribed in SFAS No. 142, certain indefinite-lived intangible assets,
including trademarks, are no longer amortized but are subject to annual

                                       7
<PAGE>
                    American Skiing Company and Subsidiaries

impairment assessments. An impairment loss is recognized to the extent that the
carrying amount exceeds the asset's fair value. Definite-lived intangible assets
continue to be amortized on a straight-line basis over their estimated useful
lives of 16 to 20 years, and assessed for impairment utilizing guidance provided
by SFAS No. 144.

         As of July 28, 2002 and January 26, 2003, acquired intangible assets
relate entirely to the resort segment and consist of the following (in
thousands):
<TABLE>
              ------------------------------------------------------------------
<CAPTION>
                                        July 28, 2002      January 26, 2003
              ------------------------------------------------------------------
              Definite-lived Intangible
                Assets:
                  <S>                   <C>                 <C>
                  Lease agreements      $   1,853           $   1,853
                  Less accumulated           (231)               (255)
                    amortization
                                         ----------------  ----------------
                                            1,622               1,598

              Indefinite-lived Intangible
                Assets:
                  Trade names                 170                170
                  Water rights              7,748              7,748
                                         ----------------  ----------------
              Intangible Assets, net   $    9,540           $  9,516
              ------------------------------------------------------------------
</TABLE>
         Amortization expense related to intangible assets was approximately
$14,000 and $28,000 for the 13 weeks and 26 weeks ended January 27, 2002,
respectively, and was approximately $13,000 and $24,000 for the 13 weeks and 26
weeks ended January 26, 2003, respectively. Future amortization expense related
to definite-lived intangible assets is estimated to be approximately $58,000 for
each of the next five fiscal years.

Long-Lived Assets
         On July 30, 2001, the Company adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets to Be Disposed Of". Long-lived
assets, such as property, plant and equipment, and definite-lived intangibles
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to the estimated undiscounted future cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized in the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell, and depreciation ceases. Prior to the adoption of SFAS No. 144,
the Company accounted for impairment of long-lived assets and long-lived assets
to be disposed of in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
During the first quarter of Fiscal 2002, the Company completed the sale of its
Sugarbush resort and accounted for this sale under SFAS No. 121 and Accounting
Principles Board Opinion No. 30 because the disposal activities relating to the
sale of Sugarbush were initiated prior to the Company's adoption of SFAS No.
144.

Revenue Recognition
         Resort revenues include sales of lift tickets, tuition from ski
schools, golf course and other recreational activities fees, sales from
restaurants, bars and retail shops, and lodging and property management fees
(real estate rentals). Daily lift ticket revenue is recognized on the day of
purchase. Lift ticket season pass revenue is recognized on a straight-line basis
over the ski season, which is the Company's second and third quarters of its
fiscal year. The Company's remaining resort revenues are generally recognized as
the services are performed. Real estate revenues are recognized under the full
accrual method when title has been transferred, adequate initial and continuing
investment has been received and no continuing involvement exists. Amounts
received from pre-sales of real estate are recorded as restricted cash and
deposits and deferred revenue in the accompanying condensed consolidated balance
sheets until the earnings process is complete.

Seasonality
         The Company's revenues are highly seasonal in nature. Over the last
five fiscal years, the Company has realized an average of approximately 86% of
resort revenues and over 100% of resort EBITDA and net income during the period
from November through April, and a significant portion of resort revenue and
approximately 18% of annual skier visits were generated during the Christmas and
Presidents' Day vacation weeks. In addition, the Company's resorts typically
experience operating losses and negative cash flows for the period from May
through November.

                                       8
<PAGE>
                    American Skiing Company and Subsidiaries

         A high degree of seasonality in the Company's revenues increases the
impact of certain events on its operating results. Adverse weather conditions,
access route closures, equipment failures, and other developments of even
moderate or limited duration occurring during peak business periods could reduce
revenues. Adverse weather conditions can also increase power and other operating
costs associated with snowmaking or could render snowmaking wholly or partially
ineffective in maintaining quality skiing conditions. Furthermore, unfavorable
weather conditions, regardless of actual skiing conditions, can result in
decreased skier visits.

4.  Cumulative Effect of a Change in Accounting Principle

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets". This statement applies to goodwill and intangible assets
acquired after June 30, 2001, as well as goodwill and intangible assets
previously acquired. Under this statement, goodwill and other indefinite-lived
intangibles are no longer amortized. Instead, these assets are reviewed for
impairment on a periodic basis or when certain triggering events occur. The
Company adopted the provisions of SFAS No. 142 during the fiscal quarter ended
October 28, 2001. As a result of the adoption of SFAS No. 142, the Company
recorded an impairment charge of $18.7 million, which has been recorded as a
cumulative effect of a change in accounting principle in the accompanying
condensed consolidated statement of operations for the 26 weeks ended January
27, 2002.

5.  Loss per Common Share

         Loss per common share for the 13 weeks and 26 weeks ended January 27,
2002 and January 26, 2003, respectively, were determined based on the following
data (in thousands):
<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                         13 weeks ended      13 weeks     26 weeks ended      26 weeks
                                                           January 27,    ended January     January 27,    ended January
                                                              2002           26, 2003          2002           26, 2003
--------------------------------------------------------------------------------------------------------------------------
                          Loss
<S>                                                      <C>              <C>             <C>              <C>
Loss from continuing operations before accretion of
  discount, preferred stock dividends and cumulative effect
  of a change in accounting principle                    $  (37,956)       $  (7,449)     $  (74,434)      $  (37,623)
Accretion of discount and dividends on mandatorily
  redeemable preferred stock                                 (8,266)          (9,243)        (15,952)         (18,174)
                                                         ---------------- --------------- ---------------- ---------------
Loss from continuing operations before cumulative
  effect of a Change in accounting principle                (46,222)         (16,692)        (90,386)         (55,797)
Income (loss) from discontinued operations                    2,523                -            (204)               -
Cumulative effect of a change in accounting principle             -                -         (18,658)               -
                                                         ---------------- --------------- ---------------- ---------------
Net loss available to common shareholders                $  (43,699)       $ (16,692)     $ (109,248)       $ (55,797)
                                                         ================ ================================ ===============

                         Shares
Weighted average common shares outstanding (basic and
  diluted)                                                   31,718           31,724          31,541           31,724
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
         As of January 27, 2002 and January 26, 2003, the Company had 14,760,530
shares of its Class A common stock outstanding, which are convertible into
shares of the Company's common stock. The shares of the Company's common stock
issuable upon conversion of the shares of the Company's Class A common stock
have been included in the calculation of the weighted average common shares
outstanding. As of January 27, 2002 and January 26, 2003, the Company had 36,626
shares of its mandatorily redeemable 10 1/2% convertible preferred stock (Series
A Preferred Stock) and 40,000 shares of its 12% Series C-1 convertible
participating preferred stock (Series C-1 Preferred Stock) outstanding, both of
which are convertible into shares of the Company's common stock. If converted at
their liquidation preferences as of January 27, 2002 and January 26, 2003, these
convertible preferred shares would convert into 36,964,063 and 41,489,015 shares
of common stock, respectively. For a description of the issuance of the shares
of Series C-1 Preferred Stock and the agreement by the holders of shares of
Series B Preferred Stock to strip the shares of Series B Preferred Stock of all
rights (including the right to convert such shares into shares of the Company's
common stock), except for the right to elect directors of the Company, see Note
8. The common stock shares into which these preferred 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 4,226,097 and 3,891,179
of options outstanding to purchase shares of its common stock under its stock
option plan as of January 27, 2002 and January 26, 2003, respectively. These
stock options are also excluded from the dilutive share calculation as the
impact of their inclusion would be anti-dilutive.
                                       9
<PAGE>
                    American Skiing Company and Subsidiaries
6.  Segment Information

         In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", the Company has classified its operations
into two business segments, resorts and real estate. Revenues at each of the
resorts are derived from the same lines of business which include 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 performance of the resorts is evaluated on
the same basis of profit or loss from operations before interest, taxes,
depreciation and amortization, and restructuring and asset impairment charges
(EBITDA). Additionally, each of the resorts has historically produced similar
EBITDA margins and attracts the same class of customer. Based on the
similarities of the operations at each of the resorts, the Company has concluded
that the resorts satisfy the aggregation criteria set forth in SFAS No. 131. The
Company's chief operating decision makers for each business segment monitor the
results of those business segments utilizing EBITDA, which the Company believes
is an indicative measure of the business segments' operating performance and is
generally used by investors to evaluate companies in the resort industry. 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. Certain reclassifications
have been made to the prior period amounts as a result of accounting for the
sale of Heavenly as discontinued operations. Revenues and operating losses for
the two business segments, excluding discontinued operations, are as follows
(in thousands):
<TABLE>
       --------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                    13 weeks ended   13 weeks ended   26 weeks ended  26 weeks ended
                                                   January 27, 2002 January 26, 2003 January 27, 2002 January 26, 2003
       --------------------------------------------------------------------------------------------------------------
       Revenues:
            <S>                                     <C>             <C>               <C>             <C>
            Resort                                  $  87,986       $  98,961         $ 105,308       $ 115,872
            Real estate                                12,080           1,325            14,871           5,039
                                                    --------------- ---------------- --------------- ----------------
       Total                                        $ 100,066       $ 100,286         $ 120,179       $ 120,911
                                                    =============== ================ =============== ================

       Loss from continuing operations before
       cumulative effect of a change in accounting principle
            Resort                                  $ (33,243)      $ (1,282)         $ (63,302)      $ (26,140)
            Real estate                                (4,713)        (6,167)           (11,132)        (11,483)
                                                    --------------- ---------------- --------------- ----------------
       Total                                        $ (37,956)      $ (7,449)         $ (74,434)      $ (37,623)
                                                    =============== ================ =============== ================

       EBITDA:
            Resort                                  $  12,033       $ 16,615          $  (3,861)      $     993
            Real estate                                   127           (573)            (1,191)           (435)
                                                    --------------- ---------------- --------------- ----------------
       Total                                        $  12,160       $ 16,042          $  (5,052)      $     558
                                                    =============== ================ =============== ================
       --------------------------------------------------------------------------------------------------------------
</TABLE>

         A reconciliation of total EBITDA to amounts reported in the condensed
consolidated statements of operations is as follows:
<TABLE>

       --------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                     13 weeks ended   13 weeks ended   26 weeks ended  26 weeks ended
                                                   January 27, 2002 January 26, 2003 January 27, 2002 January 26, 2003
       --------------------------------------------------------------------------------------------------------------
       EBITDA:
         <S>                                        <C>             <C>               <C>             <C>
         Loss from continuing operations before
            cumulative effect of a change in
            accounting Principle                    $ (37,956)      $  (7,449)        $ (74,434)      $ (37,623)
         Depreciation and amortization                 10,757          11,978            14,686          15,549
         Interest expense                              13,106          11,513            26,817          22,632
         Restructuring and asset impairment charges    26,253               -            27,879               -
                                                    --------------- ---------------- --------------- ----------------
                                                    $  12,160       $  16,042         $  (5,052)      $     558
                                                    =============== ================ =============== ================
       --------------------------------------------------------------------------------------------------------------
</TABLE>

     Management  believes  that  EBITDA  is an  indicative  measure  of a resort
company's  operating  performance and is generally used by investors to evaluate
companies in the resort industry. However, EBITDA as used in this report may not
be comparable to similarly titled measures reported by other companies.

                                       10
<PAGE>
                    American Skiing Company and Subsidiaries
7.  Long-Term Debt

         On March 30, 2002, Resort Properties failed to make a mandatory
principal payment of $3.75 million under its real estate credit facility (Real
Estate Term Facility) with Fleet National Bank (Fleet) and other lenders. Resort
Properties obtained a temporary waiver of this default on April 2, 2002.
Effective May 20, 2002, the temporary waiver was revoked and Resort Properties
was in default on the facility. On May 31, 2002, the lenders accelerated the due
date of the entire remaining principal and accrued interest under the facility.
On November 22, 2002, Resort Properties entered into a forbearance agreement
with the lenders whereby the lenders agreed to not pursue additional
foreclosure remedies and to cease publication of foreclosure notices for a
30-day period. Although this 30-day period has expired, management continues
discussions with Fleet and the other lenders regarding a restructuring of this
facility, and Fleet and the other lenders have not exercised any further
foreclosure remedies since the expiration of the forbearance agreement.
Management's ongoing restructuring efforts with the lenders are aimed towards a
restructuring of the facility which will establish a new entity to hold Resort
Properties' real estate development assets. The equity in the new entity is
expected to be held by a combination of the lenders under the facility and
Resort Properties. The facility remains in default pending completion of these
negotiations. As of January 26, 2003, the principal balance outstanding,
including accrued and unpaid interest, under the Real Estate Term Facility was
$71.7 million.

         There can be no assurance that negotiations will be successfully
completed, or that acceptable terms will be agreed to under which the payment
defaults under the Real Estate Term Facility may be resolved, if at all.
Furthermore, regardless of the outcome of this proposed restructuring, the
Company may lose control of assets pledged as collateral under the facility and
future access to value creation from these real estate assets. A substantial
portion of the Company's developable real estate, including substantially all of
the developable residential real estate at The Canyons and Steamboat along with
certain core village real estate at Killington, and the stock of the Company's
real estate development subsidiaries (including Grand Summit Resort Properties,
Inc. (Grand Summit) is pledged to Fleet and the other lenders under the
facility. The commercial core units at the Sundial Lodge at The Canyons and the
Mount Snow Grand Summit Hotel in Vermont are also pledged to Fleet and the other
lenders. The Grand Summit unit inventory does not secure the Real Estate Term
Facility, although the pledge of the stock of Grand Summit to secure the Real
Estate Term Facility means that the Company may lose control of the Grand Summit
unit inventory to the lenders under the Real Estate Term Facility. Other
remedies available to the lenders include, but are not limited to, setoff of
cash collateral amounts in Resort Properties' name held at Fleet in the amount
of approximately $1.1 million, foreclosure of real and personal property owned
by Resort Properties and pledged to the lenders (including all of the capital
stock of the Company's hotel development subsidiary, Grand Summit), and other
customary secured creditor remedies. As of January 26, 2003, the carrying value
of the total assets that collateralized the Real Estate Term Facility was
approximately $120.1 million. This collateral includes $83.7 million of Grand
Summit assets pledged under the Company's $41.5 million real estate construction
loan facility (Construction Loan Facility).

         As of July 28, 2002, the Company was also in default under its
construction loan facility with Textron Financial Corporation (Textron) and
certain other lenders, resulting from a cross-default on the Real Estate Term
Facility and non-payment of the $3.8 million note to the general contractor at
Steamboat. Effective August 29, 2002, the Company and Textron entered into
amendments to the Company's $110 million construction loan facility (Senior
Construction Loan) and the Company's $10 million subordinated loan tranche
Subordinated Construction Loan (Subordinated Construction Loan) under the
Construction Loan Facility. The terms of the revised agreements waived all
previous defaults, relax mandatory principal amortization requirements and
provide additional liquidity to support ongoing sales and marketing activities
of the remaining quartershare units at The Canyons Grand Summit and Steamboat
Grand hotels. As a result of the amendment to the Senior Construction Loan, the
maturity dates were extended from March 31, 2003 to May 31, 2004 for the
Steamboat portion of the Senior Construction Loan and from September 28, 2002 to
March 31, 2003 for The Canyons portion of the Senior Construction Loan. The
principal balances outstanding under the Steamboat portion and The Canyons
portion of the Senior Construction Loan were approximately $32.9 million and
$0.6 million, respectively, as of January 26, 2003. The release prices, as
defined, on Steamboat have also been adjusted and the amendment allows for
future adjustments depending upon certain circumstances. Upon the repayment of
all indebtedness under the Senior Construction Loan, the Subordinated
Construction Loan and all other fees, Textron will receive a fee equal to 25% of
all gross proceeds of sales of quartershare units and commercial units occurring
subsequent to repayment. Grand Summit and the lenders have also agreed to use
their best efforts to enter into an escrow agreement pursuant to which the
appropriate deed-in-lieu documentation in respect to the Senior Construction
Loan and the Subordinated Construction Loan shall be placed in escrow. Finally,
the amendment to the Senior Construction Loan outlines the following maximum
outstanding principal balances under the Senior Construction Loan as of the
following dates:

                                       11
<PAGE>
                    American Skiing Company and Subsidiaries

  March 31, 2003                                        $30,000,000
  June 30, 2003                                         $25,000,000
  September 30, 2003                                    $20,000,000
  December 31, 2003                                     $10,000,000
  March 31, 2004                                        $ 5,000,000
  May 31, 2004                                          $         -

         As a result of the amendment to the Subordinated Construction Loan, the
maturity date was extended from August 1, 2003, to September 30, 2004. In
addition, the Subordinated Construction Loan was reopened to provide additional
borrowing availability of approximately $4.5 million. The Subordinated
Construction Loan will continue to bear interest at 20%, payable monthly in
arrears, provided that 50% of the 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 Construction Loan or the Senior Construction Loan, automatically be
deferred until the final payment date of September 30, 2004.

        As discussed in Note 10, the Company completed the refinancing of its
resort senior credit facility (Resort Senior Credit Facility) on February 14,
2003, which was funded on February 18, 2003.

8.  Dividend Restrictions

         Borrowers under the Resort Senior Credit Facility and the Company's New
Resort Credit Facility, which include ASC, are restricted from paying cash
dividends on any of their preferred or common stock.

         Borrowers under the Real Estate Term Facility, which include Resort
Properties and Resort Properties' subsidiaries, including Grand Summit, are
restricted from declaring dividends or advancing funds to ASC by any other
method, unless specifically approved by these lenders.

         Under the indenture governing the Senior Subordinated Notes, ASC is
prohibited from paying cash dividends or making other distributions to its
shareholders.

9.  Restructuring and Asset Impairment Charges

         For the 13 weeks and 26 weeks ended January 27, 2002, the Company
incurred $0.9 million and $2.5 million of expenses related to the implementation
of its strategic restructuring plan. These costs consisted mainly of legal,
consulting and accounting fees. There were no employee termination costs
included in these charges, as the Company had completed the staff reduction
phase of its strategic restructuring plan prior to the end of Fiscal 2001. All
of the amounts recognized in 13 weeks and 26 weeks ended January 27, 2002 were
paid or accrued for services previously rendered in connection with this plan.
The Company has not established any reserves for anticipated future
restructuring charges. The Company recognizes expenses associated with its
strategic restructuring plan as they are incurred.

         During the first quarter of Fiscal 2002, the Company entered into a
non-binding letter of intent to sell its Steamboat resort in Steamboat Springs,
Colorado (Steamboat). In accordance with SFAS No. 121, the Company recognized a
$52.0 million impairment loss on the net assets held for sale as of July 29,
2001. An additional $25.4 million impairment charge was recorded for the 13
weeks ended January 27, 2002 based on modifications from preliminary estimates
to the final proposed purchase and sale agreement. The Company withdrew from the
sale of Steamboat on March 26, 2002.

10.  Subsequent Events

         As part of its comprehensive strategic plan to restructure its debt,
the Company entered into an agreement dated February 14, 2003 with General
Electric Capital Corporation (GE Capital) and CapitalSource Finance LLC
(CapitalSource) whereby GE Capital and CapitalSource have provided a new $91.5
million senior secured loan facility (the New Resort Credit Facility). The New
Resort Credit Facility replaces the Company's existing Resort Senior Credit
Facility and is secured by substantially all the assets of the Company and the
assets of its resort operating subsidiaries. Resort Properties and its
subsidiaries are not guarantors of the New Resort Credit Facility nor are their
assets pledged as collateral under the New Resort Credit Facility. The New
Resort Credit Facility consists of the following:

     o    Revolving Credit Facility - $40.0 million,  including letter of credit
          (L/C)  availability of up to $5.0 million.  The amount of availability
          under the Revolving Credit Facility will be correspondingly reduced by
          the amount of each L/C issued.

     o    Tranche A Term Loan - $25.0  million  borrowed on the funding  date of
          February 18, 2003.

     o    Supplemental  Term Loan - $6.5 million borrowed on the funding date of
          February 18, 2003.

     o    Tranche B Term Loan - $20.0  million  borrowed on the funding  date of
          February 18, 2003.

                                       12
<PAGE>
                    American Skiing Company and Subsidiaries

         The Revolving, Tranche A Term Loan and Supplemental Term Loan portions
of the New Resort Credit Facility mature on April 15, 2006 and bear interest at
JPMorgan Chase Bank's prime rate plus 3.25% (payable monthly). The Supplemental
Term Loan also requires a principal payment of approximately $342,000 on July
15, 2003, payments of approximately $1.0 million on January 15 and July 15 of
each year, and a final payment of approximately $1.0 million on April 15, 2006.
The Tranche B Term Loan matures on June 15, 2006 and bears interest at JPMorgan
Chase Bank's prime rate plus 5.0% (payable monthly) with an interest rate floor
of 12.25%. The New Resort Credit Facility contains affirmative, negative and
financial covenants customary for this type of credit facility, which includes
maintaining a minimum level of EBITDA, as defined, places a limit on the
Company's capital expenditures and contains an asset monetization covenant which
requires the Company to refinance the facility or sell assets sufficient to
retire the facility on or prior to December 31, 2005. The financial covenants of
the New Resort Credit Facility are less restrictive than those of the Resort
Senior Credit Facility. The New Resort Credit Facility also restricts the
Company's ability to pay cash dividends on or redeem its common and preferred
stock.

        ASC has established the American Skiing Company Phantom Equity Plan
(the "LTIP"), which was ratified by our Board of Directors on March 6, 2003.
Certain of ASC's Executive Officers participate in this plan. Participants are
entitled to a payment on awards granted under the LTIP, to the extent vested
upon a Valuation Event or in certain cases upon termination of employment. The
amount of any awards are based ultimately on the Equity Value, as defined,
obtained through a Valuation Event. A Valuation Event is any of the following:
(i) a sale or disposition of a significant Company operation or property as
determined by the Board; (ii) a merger, consolidation or similar event of the
Company other than one (A) in which the Company is the surviving entity or (B)
where no Change in Control has occurred; (iii) a public offering of equity
securities by the Company that yields net proceeds to the Company in excess of
$50 million; or (iv) a Change in Control, as defined. Compensation expense will
be estimated and recorded based on the probability of the Company achieving a
Valuation Event.

                                       13
<PAGE>
                    American Skiing Company and Subsidiaries

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

                           Forward-Looking Statements

         Certain statements contained in this report constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). These forward-looking statements are not
based on historical facts, but rather reflect our current expectations
concerning future results and events. Similarly, statements that describe our
objectives, plans or goals are or may be forward-looking statements. We have
tried, wherever possible, to identify such statements by using words such as
"anticipate", "assume", "believe", "expect", "intend", "plan", and words and
terms of similar substance in connection with any discussion of operating or
financial performance. Such forward-looking statements involve a number of risks
and uncertainties. In addition to factors discussed above, other factors that
could cause actual results, performances or achievements to differ materially
from those projected include, but are not limited to, the following: changes in
regional and national business and economic conditions affecting both our resort
operating and real estate segments; competition and pricing pressures; negative
impact on demand for our products resulting from terrorism and availability of
air travel (including the effect of airline bankruptcies); inability to complete
our restructuring plan; failure to maintain improvements to resort operating
performance at the covenant levels required by our New Resort Credit Facility;
the possibility of war or threats of domestic terrorist activities and their
respective effects on the ski, golf, resort, leisure and travel industries;
failure of on-mountain improvements and other capital expenditures to generate
incremental revenue; adverse weather conditions regionally and nationally;
seasonal business activity; changes to federal, state and local regulations
affecting both our resort operating and real estate segments; failure to renew
land leases and forest service permits; disruptions in water supply that would
impact snowmaking operations; the loss of any of our executive officers or key
operating personnel; and other factors listed from time to time in our documents
we have filed with the SEC. We caution the reader that this list is not
exhaustive. We operate in a changing business environment and new risks arise
from time to time. The forward-looking statements included in this document are
made only as of the date of this document and under Section 27A of the
Securities Act and Section 21E of the Exchange Act, we do not have or undertake
any obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances.

General

         The following is our discussion and analysis of financial condition and
results of operations for the 13 and 26 weeks ended January 26, 2003. As you
read the material below, we urge you to carefully consider our Fiscal 2002
Annual Report on Form 10-K filed on March 7, 2003 and our unaudited condensed
consolidated financial statements and related notes contained elsewhere in this
report.

Real Estate Credit Agreement Defaults

         On March 30, 2002, our real estate development subsidiary, Resort
Properties, failed to make a mandatory principal payment of $3.75 million under
its Real Estate Term Facility with Fleet National Bank and certain other
lenders. See "-Liquidity and Capital Resources - Real Estate Liquidity - Real
Estate Term Facility" below for a discussion of the status of our efforts to
restructure the Real Estate Term Facility.

         As of July 28, 2002, our hotel development subsidiary (Grand Summit)
was also in default under its construction loan facility with Textron Financial
Corporation (Textron) and certain other lenders, resulting from a cross-default
on the Real Estate Term Facility and from the non-payment of the $3.8 million
note to the general contractor at Steamboat. Effective August 29, 2002, Grand
Summit and Textron and the lenders amended the senior construction loan and the
subordinated construction loan (collectively, the Construction Loan Facility).
See "-- Liquidity and Capital Resources -- Real Estate Liquidity -- Construction
"Loan Facility" below for a discussion of the terms of the amendment to the
Construction Loan Facility.

                                       14
<PAGE>
                    American Skiing Company and Subsidiaries

Restructuring Plan

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

     o    A comprehensive financial restructuring package,  including amendments
          to our senior credit  facilities  and new capital  infusion to enhance
          financial flexibility.
     o    Intent to sell Steamboat to reduce our debt.
     o    Operational cost savings and improved  financial  performance  through
          reorganization   and  staff  reduction  and  performance   enhancement
          programs.
     o    Strategic   redeployment  of  management  and  capital   resources  to
          emphasize the integration and growth of resort village development and
          operations.

         We have completed several aspects of this plan to date, including the
restructuring of three of our major credit agreements, an additional capital
infusion by Oak Hill, and the implementation of a staff reorganization plan to
improve operational efficiencies. On May 9, 2002, we completed the sale of
Heavenly to Vail Resorts, Inc. (Vail). We determined that the sale of Heavenly
more closely achieved our restructuring objectives and resulted in a
significantly higher asset valuation than the previously announced Steamboat
sale transaction. As a result, we concluded that we would not proceed with the
sale of our Steamboat resort.

         On March 30, 2002, Resort Properties failed to make a mandatory
principal payment of $3.75 million under its real estate credit facility (Real
Estate Term Facility) with Fleet National Bank (Fleet) and other lenders. Resort
Properties obtained a temporary waiver of this default. Effective May 20, 2002,
the temporary waiver was revoked and Resort Properties was in default on the
facility. On May 31, 2002, Resort Properties received written confirmation of
the acceleration of the remaining principal and accrued interest balance. On
November 22, 2002, Resort Properties entered into a forbearance agreement with
the lenders whereby the lenders agreed to not pursue additional foreclosure
remedies and to cease publication of foreclosure notices for a 30-day period.
Although this 30-day period has expired, management continues discussions with
Fleet and the other lenders regarding a restructuring of this facility, and
Fleet and the other lenders have not exercised any further foreclosure remedies
since the expiration of the forbearance agreement. Management's ongoing
restructuring efforts with the lenders are aimed towards a restructuring of the
facility which will establish a new entity to hold Resort Properties' real
estate development assets. The equity in the new entity is expected to be held
by a combination of the lenders under the facility and Resort Properties. The
Real Estate Term Facility remains in default pending completion of these
negotiations. There can be no assurance that negotiations will be successfully
completed, or that acceptable terms will be agreed to under which the payment
defaults under the facility may be resolved. Furthermore, regardless of the
outcome of this proposed restructuring, we may lose control of assets pledged as
collateral under the Real Estate Term Facility. Other remedies available to the
lenders include, but are not limited to, setoff of cash collateral amounts in
Resort Properties' name held at Fleet in the amount of approximately $1.1
million, foreclosure of real and personal property owned by Resort Properties
and pledged to the lenders (including all of the capital stock of Grand Summit),
and other customary secured creditor remedies. A substantial portion of our
developable real estate, including substantially all of the developable
residential real estate at The Canyons and Steamboat along with certain core
village real estate at Killington, and the stock of our real estate development
subsidiaries (including Grand Summit) is pledged under the Real Estate Term
Facility. The commercial core units at the Sundial Lodge at The Canyons and the
Mount Snow Grand Summit Hotel in Vermont are also pledged under this facility.
The Grand Summit unit inventory does not secure the Real Estate Term Facility,
although the pledge of stock of Grand Summit Resort Properties, Inc. to secure
the Real Estate Term Facility means that we may lose control of the Grand Summit
unit inventory to the lenders under the Real Estate Term Facility. As of January
26, 2003, the carrying value of the total assets that collateralized the Real
Estate Term Facility was approximately $120.1 million. This collateral includes
$83.7 million of Grand Summit assets pledged under our Construction Loan
Facility.

        In addition to the developable real estate discussed above, we also own
substantial undeveloped real estate at various resorts which is not pledged as
collateral to the Real Estate Term Facility.

        Effective August 29, 2002, we and Textron entered into amendments to our
$110 million construction loan facility (Senior Construction Loan) and our $10
million subordinated loan tranche Subordinated Construction Loan (Subordinated
Construction Loan) under the Construction Loan Facility. The terms of the
revised agreements waived all previous defaults, relax mandatory principal
amortization requirements and provide additional liquidity to support ongoing
sales and marketing activities of the remaining quartershare units at The
Canyons Grand Summit and Steamboat Grand hotels. As a result of the amendment to
the Senior Construction Loan, the maturity dates were extended from March 31,
2003 to May 31, 2004 for the Steamboat portion of the Senior Construction Loan


                                       15
<PAGE>
                    American Skiing Company and Subsidiaries

and from September 28, 2002 to March 31, 2003 for The Canyons portion of the
Senior Construction Loan. The release prices, as defined, on Steamboat have also
been adjusted and the amendment allows for future adjustments depending upon
certain circumstances. Upon the repayment of all indebtedness under the Senior
Construction Loan, the Subordinated Construction Loan and all other fees,
Textron will receive a fee equal to 25% of all gross proceeds of sales of
quartershare units and commercial units occurring subsequent to repayment. Grand
Summit and the lenders have also agreed to use their best efforts to enter into
an escrow agreement pursuant to which the appropriate deed-in-lieu documentation
in respect to the Senior Construction Loan and the Subordinated Construction
Loan shall be placed in escrow. Finally, the amendment to the Senior
Construction Loan outlines the following maximum outstanding principal balances
under the Senior Construction Loan as of the following dates:

           March 31, 2003                                        $30,000,000
           June 30, 2003                                         $25,000,000
           September 30, 2003                                    $20,000,000
           December 31, 2003                                     $10,000,000
           March 31, 2004                                        $ 5,000,000
           May 31, 2004                                          $         -

         As a result of the amendment to the Subordinated Construction Loan, the
maturity date was extended from August 1, 2003, to September 30, 2004. In
addition, the Subordinated Construction Loan was reopened to provide additional
borrowing availability of approximately $4.5 million. The Subordinated
Construction Loan will continue to bear interest at 20%, payable monthly in
arrears, provided that 50% of the 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 Construction Loan or the Senior Construction Loan, automatically be
deferred until the final payment date of September 30, 2004.

         On April 19, 2002, we completed an amendment to the indenture governing
our Senior Subordinated Notes. Pursuant to that amendment, the indenture and
Senior Subordinated Notes are no longer subject to a cross-default resulting
from a default by our real estate subsidiaries under certain debt which is
non-recourse to the remainder of the Company, including the Real Estate Term
Facility and the Construction Loan Facility. The amendment also provides that
neither a bankruptcy nor a judgment against any of our real estate development
subsidiaries will constitute a default under the indenture.

         The most significant remaining element of our restructuring plan is the
restructuring of the credit facilities of our real estate development
subsidiaries. For a more detailed discussion, see "Real Estate Liquidity" below.

Liquidity and Capital Resources

Short-Term

         Our primary short-term liquidity needs involve funding seasonal working
capital requirements, marketing and selling real estate development projects,
funding our Fiscal 2003 capital improvement program and servicing our debt. Our
cash requirements for ski-related and real estate development/sales activities
are provided from separate sources.

         As described below, we entered into a new $91.5 million senior secured
loan facility (the New Resort Credit Facility) on February 14, 2003 and used our
initial borrowings to refinance the Resort Senior Credit Facility.

         Our primary source of liquidity for ski-related working capital and
ski-related capital improvements are cash flows from operations of our non-real
estate subsidiaries and borrowings under our New Resort Credit Facility. The
total debt outstanding on our Resort Senior Credit Facility as of January 26,
2003 was approximately $46.6 million. The total debt outstanding on our New
Resort Credit Facility as of February 18, 2003 was approximately $57.2 million.
The Resort Senior Credit Facility was repaid in full on February 18, 2003.

                                       16
<PAGE>
                    American Skiing Company and Subsidiaries

         Real estate development and real estate working capital is funded
primarily through the Construction Loan Facility established for major real
estate development projects and net proceeds from the sale of real estate
developed for sale after required construction loan repayments. The Construction
Loan Facility is without recourse to ASC and the resort operating subsidiaries
and is collateralized by significant real estate assets of Resort Properties
and its subsidiaries, including the assets and stock of Grand Summit. As of
January 26, 2003, the carrying value of the total assets that collateralized the
Construction Loan Facility and which are included in the accompanying condensed
consolidated balance sheet was approximately $83.7 million. The total debt
outstanding on the Construction Loan Facility as of January 26, 2003 was
approximately $42.3 million. See "Real Estate Liquidity - Real Estate Credit
Facility" below.

Resort Liquidity

         As part of our comprehensive strategic plan to restructure our debt, we
entered into an agreement dated February 14, 2003 with General Electric Capital
Corporation (GE Capital) and CapitalSource Finance LLC (CapitalSource) whereby
GE Capital and CapitalSource have provided the New Resort Credit Facility. The
New Resort Credit Facility replaces our Resort Senior Credit Facility and is
secured by substantially all our assets and the assets of our resort operating
subsidiaries. Resort Properties and its subsidiaries are not guarantors of the
New Resort Credit Facility nor are their assets pledged as collateral under the
New Resort Credit Facility. The New Resort Credit Facility consists of the
following:

     o    Revolving Credit Facility - $40.0 million,  including letter of credit
          (L/C)  availability of up to $5.0 million.  The amount of availability
          under the Revolving Credit Facility will be correspondingly reduced by
          the  amount of each L/C  issued.  Immediately  after  funding,  we had
          availability under the Revolving Credit Facility of $34.3 million.

     o    Tranche A Term Loan - $25.0  million  borrowed on the funding  date of
          February 18, 2003.

     o    Supplemental  Term Loan - $6.5 million borrowed on the funding date of
          February 18, 2003.

     o    Tranche B Term Loan - $20.0  million  borrowed on the funding  date of
          February 18, 2003.

        The Revolving, Tranche A Term Loan and Supplemental Term Loan portions
of the New Resort Credit Facility mature on April 15, 2006 and bear interest at
JPMorgan Chase Bank's prime rate plus 3.25% (payable monthly). The Supplemental
Term Loan also requires a principal payment of approximately $342,000 on July
15, 2003, payments of approximately $1.0 million on January 15 and July 15 of
each year, and a final payment of approximately $1.0 million on April 15, 2006.
The Tranche B Term Loan matures on June 15, 2006 and bears interest at JPMorgan
Chase Bank's prime rate plus 5.0% (payable monthly) with an interest rate floor
of 12.25%. The New Resort Credit Facility contains affirmative, negative and
financial covenants customary for this type of credit facility, which includes
maintaining a minimum level of EBITDA, as defined, places a limit on our capital
expenditures and contains an asset monetization covenant which requires us to
refinance the facility or sell assets sufficient to retire the facility on or
prior to December 31, 2005. The financial covenants of the New Resort Credit
Facility are less restrictive than those of the Resort Senior Credit Facility.

        As of February 23, 2003, we had $0, $25.0 million, $6.5 million and
$20.0 million of principal outstanding under the Revolving Credit Facility,
Tranche A Term Loan, Supplemental Term Loan and Tranche B Term Loan portions of
the New Resort Credit Facility, respectively. Furthermore, as of February 23,
2003, we had $40.0 million available for future borrowings under the Revolving
Credit Facility. As of February 23, 2003, we had $4.5 million of L/C's issued
outside of the New Resort Credit Facility. These L/C's have been collateralized
by cash balances and do not reduce availability under the Revolving Credit
Facility.

        Our significant debt levels affect our liquidity. As a result of our
highly leveraged position, we 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 significantly
limited, outside of any availability under the New Resort Credit Facility.
Furthermore, our New Resort Credit Facility and the indenture governing our
Senior Subordinated Notes 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. The New Resort Credit Facility also restricts our ability to
pay cash dividends on or redeem our common and preferred stock.

                                       17
<PAGE>
                    American Skiing Company and Subsidiaries
Real Estate Liquidity

         To fund working capital and fund its real estate development plan,
Resort Properties relied on the net proceeds from the sale of real estate
developed for sale after required construction loan repayments, a $73 million
Real Estate Term Facility and the Construction Loan Facility. A substantial
portion of our developable real estate and the commercial core units at the
Sundial Lodge at The Canyons and the Mount Snow Grand Summit Hotel in Vermont
are pledged to the lenders under the Real Estate Term Facility.

Real Estate Term Facility: Effective May 20, 2002, Resort Properties was in
default on its Real Estate Term Facility due to its failure to make a mandatory
principal payment of $3.75 million and the indebtedness was accelerated on May
31, 2002. As a result, all indebtedness under the facility is currently due and
payable.

                                       18
<PAGE>
                    American Skiing Company and Subsidiaries

         The Real Estate Term Facility is comprised of three tranches, each with
separate interest rates and maturity dates as follows:

     o    Tranche A is a revolving  facility  which bears interest at a variable
          rate  equal to the Fleet  National  Bank Base Rate plus 2.0%  (payable
          monthly in arrears).  As a result of the default, the default interest
          rate on  Tranche  A is the  Fleet  National  Bank  Base Rate plus 6.0%
          (6.25%  as of  January  26,  2003).  Prior to the  default,  mandatory
          principal  reductions were required in certain prescribed  percentages
          ranging  from  50% to 75% of net  proceeds  from any  future  sales of
          undeveloped  parcels.  Prior to the default,  the remaining  principal
          amount outstanding under Tranche A was scheduled to be paid in full on
          June 30, 2003.

     o    Tranche B is a term loan facility that has a maximum  principal amount
          of $25 million,  bears  interest at a fixed rate of 18% per annum (10%
          per annum is payable monthly in arrears and the remaining 8% per annum
          accrues,  is added to the  principal  balance  of  Tranche B and bears
          interest at 18% per annum,  compounded  annually).  As a result of the
          default,  the  default  interest  rate on  Tranche B is 29% per annum.
          Mandatory  principal  payments on Tranche B of $10 million were due on
          each of December 31, 2003 and June 30, 2004. Prior to the default, the
          remaining $5 million of principal and all accrued and unpaid  interest
          on Tranche B was scheduled to be paid in full on December 31, 2004.

     o    Tranche C is a term loan facility that has a maximum  principal amount
          of $12 million,  bears  interest at an effective rate of 25% per annum
          and,  prior to the  default,  was  scheduled to mature on December 31,
          2005. As a result of the default, the default interest rate on Tranche
          C is 29% per  annum.  Interest  accrues,  is  added  to the  principal
          balance of Tranche C and is compounded semi-annually.

         As of January 26, 2003, the principal balances outstanding, including
accrued and unpaid interest, under Tranches A, B and C of the Real Estate Term
Facility were $18.6 million, $34.5 million, and $18.6 million, respectively.

         On March 30, 2002, our real estate development subsidiary, Resort
Properties, failed to make a mandatory principal payment of $3.75 million under
its Real Estate Term Facility. Resort Properties obtained a temporary waiver of
this default on April 2, 2002. Effective May 20, 2002, the temporary waiver was
revoked and Resort Properties was in default on the facility. On May 31, 2002,
the lenders accelerated the due date of the entire remaining principal and
accrued interest under the facility. On November 22, 2002, Resort Properties
entered into a forbearance agreement with the lenders whereby the lenders agreed
to not pursue additional foreclosure remedies and to cease publication of
foreclosure notices for a 30-day period. Although this 30-day period has
expired, management continues discussions with Fleet and the other lenders
regarding a restructuring of this facility, and Fleet and the other lenders have
not exercised any further foreclosure remedies since the expiration of the
forbearance agreement. Management's ongoing restructuring efforts with the
lenders are aimed towards a restructuring of the facility which will establish a
new entity to hold Resort Properties' real estate development assets. The equity
in the new entity is expected to be held by a combination of the lenders under
the facility and Resort Properties. The facility remains in default pending
completion of these negotiations.

         There is no assurance that negotiations will be successfully completed,
or that acceptable terms will be agreed to under which the payment defaults
pending under the Real Estate Term Facility may be resolved. Furthermore,
regardless of the outcome of this proposed restructuring, we may lose control of
assets pledged as collateral under the facility and future access to value
creation from these real estate assets. A substantial portion of our developable
real estate, including substantially all of the developable residential real
estate at The Canyons and Steamboat along with certain core village real estate
at Killington, and the stock of our real estate development subsidiaries
(including Grand Summit) is pledged to Fleet and the other lenders under the
facility. The commercial core units at the Sundial Lodge at The Canyons and the
Mount Snow Grand Summit Hotel in Vermont are also pledged to Fleet and the other
lenders. The Grand Summit unit inventory does not secure the Real Estate Term
Facility. Other remedies available to the lenders include, but are not limited
to, setoff of cash collateral amounts in Resort Properties' name held at Fleet
in the amount of approximately $1.1 million, foreclosure of real and personal
property owned by Resort Properties and pledged to the lenders (including all of
the capital stock of Grand Summit), and other customary secured creditor
remedies. As of January 26, 2003, the carrying value of the total assets that
collateralized the Real Estate Term Facility was approximately $120.1 million.
This collateral includes $83.7 million of Grand Summit assets pledged on our
Construction Loan Facility.

                                       19
<PAGE>
                    American Skiing Company and Subsidiaries

         As of February 23, 2003, the principal balances outstanding, including
accrued and unpaid interest, under Tranches A, B and C of the Real Estate Term
Facility were $18.8 million, $35.1 million, and $19.0 million, respectively.

Construction Loan Facility: We conduct substantially all of our real estate
development through subsidiaries, each of which is a wholly owned subsidiary of
Resort Properties. Grand Summit owns our existing Grand Summit Hotel projects at
Steamboat, The Canyons and Attitash Bear Peak, which are primarily financed
through the Senior Construction Loan among Grand Summit and various lenders,
including Textron, the syndication and administrative agent. Due to construction
delays and cost increases at the Steamboat Grand Hotel project, Grand Summit
entered into a $10 million subordinated loan tranche with Textron (Subordinated
Construction Loan) on July 25, 2000. We used this facility solely for the
purpose of funding the completion of the Steamboat Grand Hotel.

         As of July 28, 2002, Grand Summit was also in default under its Senior
Construction Loan and Subordinated Construction Loan under the Construction Loan
Facility, resulting from a cross-default on the Real Estate Term Facility and
from the non-payment of the $3.8 million note to the general contractor at
Steamboat. Effective August 29, 2002, Grand Summit and Textron and the lenders
entered into amendments to the Senior Construction Loan and the Subordinated
Construction Loan. The terms of the revised agreements waived all previous
defaults, relax mandatory principal amortization requirements and provide
additional liquidity to support ongoing sales and marketing activities of the
remaining quartershare units at The Canyons Grand Summit and Steamboat Grand
hotels. Upon the repayment of all indebtedness under the Senior Construction
Loan, the Subordinated Construction Loan and all other fees, Textron will
receive a fee equal to 25% of all gross proceeds of sales of quartershare units
and commercial units occurring subsequent to repayment.

        As of January 26, 2003, the amount outstanding under the Senior
Construction Loan was $33.5 million and there were no borrowings available under
this facility. 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 Attitash Bear Peak, The Canyons,
and Steamboat) collateralize the Senior Construction Loan, which is subject to
covenants, representations and warranties customary for this type of
construction facility. The Senior Construction Loan is non-recourse to ASC and
its resort operating subsidiaries (although it is collateralized by substantial
assets of Grand Summit, having a total book value of $83.7 million as of January
26, 2003, which in turn comprise substantial assets of our business). The
maturity date for funds advanced under the Steamboat portion of the Senior
Construction Loan, is May 31, 2004 and the maturity date for funds advanced
under The Canyons portion of the Senior Construction Loan is March 31, 2003. The
principal balance outstanding under the Steamboat portion of the Senior
Construction Loan was approximately $32.9 million as of January 26, 2003 and had
an interest rate on funds advanced of prime plus 3.5%, with a floor of 9.0%
(9.0% as of January 26, 2003). The principal balance outstanding under The
Canyons portion of the Senior Construction Loan was approximately $0.6 million
as of January 26, 2003 and had an interest rate on funds advanced of prime plus
2.5%, with a floor of 9.5% (9.5% as of January 26, 2003). Finally, the Senior
Construction Loan outlines the following maximum outstanding principal balances
as of the following dates:

           March 31, 2003                                        $30,000,000
           June 30, 2003                                         $25,000,000
           September 30, 2003                                    $20,000,000
           December 31, 2003                                     $10,000,000
           March 31, 2004                                        $ 5,000,000
           May 31, 2004                                          $         -

         The Subordinated Construction Loan 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
Construction Loan or the Senior Construction Loan, automatically be deferred
until the final payment date. The maturity date for funds advanced under the
Subordinated Construction Loan is September 30, 2004. As of January 26, 2003,
the amount outstanding under the Subordinated Construction Loan was $8.8 million
and there were $1.2 million of borrowings available under this facility.

         As of February 23, 2003, the amount outstanding under the Senior
Construction Loan was $33.0 million and there were no borrowings available under
this facility. The principal balances outstanding under the Steamboat portion
and The Canyons portion of the Senior Construction Loan were approximately $32.8
million and $0.2 million, respectively, as of February 23, 2003. As of February
23, 2003, the amount outstanding under the Subordinated Construction Loan was
$9.1 million and there were no borrowings available under this facility. It is
uncertain that we will be able to make the principal payments necessary to bring
the outstanding balance under the Senior Construction Loan to $30.0 million at
March 31, 2003. If we are unable to make the necessary payments, remedies
available to the lenders include, but are not limited to, foreclosure of real
and personal property owned by Grand Summit and pledged to the lenders, and
other customary secured creditor remedies.

                                       20
<PAGE>
                    American Skiing Company and Subsidiaries

Series A Preferred Stock Redemption

         We have 36,626 shares of Series A Preferred Stock outstanding, with an
accreted value of approximately $63.3 million as of January 26, 2003. The Series
A Preferred Stock was redeemable on November 12, 2002 at an aggregate redemption
price of approximately $62 million, to the extent that we had funds legally
available for such redemption. If the Series A Preferred Stock is not permitted
to be redeemed because there are not legally available funds, we must redeem
that number of shares of Series A Preferred Stock which we can lawfully redeem,
and from time to time thereafter, as soon as funds are legally available, we
must redeem shares of the Series A Preferred Stock until we have done so in
full. Prior to the November 12, 2002 redemption date, based upon all relevant
factors, our Board of Directors determined not to redeem any such shares of
stock on such redemption date. On January 27, 2003, the holders of the Series A
Preferred Stock demanded that we redeem all of the Series A Preferred Stock
immediately. We are not permitted to redeem the Series A Preferred Stock under
the terms of our New Resort Credit Facility and the indenture governing our
Senior Subordinated Notes. Also, we can give no assurance that the necessary
liquidity will be available to effect such redemption. We will continue to
assess our obligations with respect to the requirements of the redemption
provisions of the Series A Preferred Stock. Because the Series A Preferred Stock
was not redeemed on November 12, 2002, the certificate of designation for the
Series A Preferred Stock provides that the holders are entitled to elect two
additional members of our board of directors. We have not yet been advised by
the holders of the Series A Preferred Stock whether they intend to exercise
their right to elect two directors at or prior to our next annual shareholders
meeting or whether they intend to take any other action, including legal action.
If the holders of the Series A Preferred Stock were to commence any litigation
to compel us to redeem the Series A Preferred Stock, based upon present facts
and circumstances we would vigorously contest any such litigation. If we are
required to redeem all or any portion of the Series A Preferred Stock, it could
have a material adverse effect on our business, results of operations and
financial condition.

Long-Term

         Our primary long-term liquidity needs are to fund skiing-related
capital improvements at certain of our resorts. With respect to capital needs,
we have invested over $168 million in skiing-related facilities since the
beginning of Fiscal 1998, excluding investments made at Heavenly and Sugarbush
(which were sold in Fiscal 2002). As a result, and in keeping with restrictions
imposed under the New Resort Credit Facility, we expect our resort capital
programs for the next several fiscal years will be more limited in size.

         For Fiscal 2003 and 2004, we anticipate our annual maintenance capital
needs to be approximately $8.5 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 flows,
capital leases and our New Resort 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 flows from each season's resort operations and
future borrowing availability and covenant restrictions under the New Resort
Credit Facility. The New Resort Credit Facility places a maximum level of
non-real estate capital expenditures for Fiscal 2003 at $8.5 million, with the
ability to increase this amount in the future if certain conditions are met. We
believe that these capital expenditure amounts will be sufficient to meet our
non-real estate capital improvement needs for the foreseeable future.

                                       21
<PAGE>
                    American Skiing Company and Subsidiaries

                              Results of Operations
                For the 13 weeks ended January 27, 2002 compared
                     to the 13 weeks ended January 26, 2003

Resort Operations:

         Sale of Sugarbush: We completed the sale of Sugarbush resort on
September 28, 2001. Results of Sugarbush operations are included in our
condensed consolidated statement of operations through that date, which covers
the first two months of the fiscal year. For comparability, the results of
operations at Sugarbush are excluded from both current and prior year results in
the discussion of the results of resort operations. The components of resort
operations reflect the operations of Heavenly as discontinued operations for the
first quarter of Fiscal 2002 due to its sale in May 2002. The following table
reconciles results from resort operations as reported for the 13 weeks ended
January 27, 2002 and January 26, 2003, both including and excluding the results
of Sugarbush resort (in thousands):
<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                               Resort Results as Reported    Sugarbush Results  Results Excluding Sugarbush    Variance
                                    13 Weeks ended            13 Weeks ended            13 Weeks ended         Excluding
                               ------------------------   ---------------------    -----------------------
                                 1/27/02     1/26/03       1/27/02    1/26/03       1/27/02     1/26/03        Sugarbush
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------

<S>                             <C>         <C>           <C>        <C>           <C>          <C>            <C>
Total resort revenues           $ 87,986    $ 98,961      $      1   $      -      $ 87,985     $ 98,961       $ 10,976
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
Cost of resort operations         60,799      65,794            12          -        60,787       65,794          5,007
Marketing, general and
  administrative costs            15,154      16,552            10          -        15,144       16,552          1,408
Restructuring and asset
  impairment charges              26,013           -             -          -        26,013            -        (26,013)
Depreciation and amortization     10,161      11,318             -          -        10,161       11,318          1,157
Interest expense                   9,102       6,579            24          -         9,078        6,579         (2,499)
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
Total resort expenses            121,229     100,243            46          -       121,183      100,243        (20,940)
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
Loss from resort operations     $(33,243)   $ (1,282)     $    (45)  $      -      $(33,198)    $ (1,282)      $ 31,916
                               ============ ===========   ========== ==========    =========== ===========    ============

Reconciliation to EBITDA:
Loss from resort operations     $(33,243)   $ (1,282)     $    (45)  $      -      $(33,198)    $ (1,282)      $ 31,916
Restructuring and asset
impairment charges                26,013           -             -          -        26,013            -        (26,013)
Depreciation and amortization     10,161      11,318             -          -        10,161       11,318          1,157
Interest expense                   9,102       6,579            24          -         9,078        6,579         (2,499)
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------

Resort EBITDA(1)                $ 12,033    $ 16,615      $    (21)  $      -      $ 12,054     $ 16,615       $  4,561
                               ============ ===========   ========== ==========    =========== ===========    ============
--------------------------------------------------------------------------------------------------------------------------

(1)  EBITDA  represents  our  loss  from  operations  before  interest,   taxes,
     depreciation  and  amortization  and  restructuring  and  asset  impairment
     charges.  We  believe  that  EBITDA is an  indicative  measure  of a resort
     company's  operating  performance  and is  generally  used by  investors to
     evaluate companies in the resort industry.  However, EBITDA as used in this
     report may not be comparable to similarly titled measures reported by other
     companies.
</TABLE>

         Resort revenues were 12.5% higher in the 13 weeks ended January 26,
2003 when compared to the 13 weeks ended January 27, 2002. This is a result of
improved snow conditions when compared to the prior year. Resort operating
expenses (including marketing, general and administrative costs) for the 13
weeks ended January 26, 2003 were $20.9 million lower than the same period of
Fiscal 2002, primarily as a result of the following:

     (i)  $2.5 million decrease in interest expense resulting from a decrease in
          overall debt balances,
     (ii) $26.0 million decrease in restructuring and asset impairment charges,
     (iii)$5.0 million  increase in cost of resort  operations,  primarily  from
          increased skier visits,
     (iv) $1.4 million increase in marketing,  general and administrative costs,
          primarily from the increase in resort operating activity, and
     (v)  $1.2 million increase in depreciation.

                                       22
<PAGE>
                    American Skiing Company and Subsidiaries

     The $26.0 million of restructuring and asset impairment  charges for the 13
weeks ended January 27, 2002 includes:

     (i)  $25.4 million  impairment charge to record the estimated fair value of
          net assets held for sale at Steamboat, and
     (ii) $0.6 million of legal,  consulting  and  financing  costs  incurred in
          connection with capital and debt restructuring.

         Excluding these restructuring and asset impairment charges, EBITDA was
$4.6 million higher in the 13 weeks ended January 26, 2003 when compared to the
same period of Fiscal 2002.

         Recent Trends: Although our operating results from July 29, 2002
through January 26, 2003 were stronger than the comparable period of the prior
year, we have experienced significant softening in skier visits, call volume and
reservation activity in recent weeks which may be attributable to extreme cold
weekend and holiday temperatures in the East, the soft economy, as well as
concerns about the potential for war in the Middle East and terrorist activity
in the United States. This recent trend has partially offset improvements in
operating results through January 26, 2003. Furthermore, consumers continue to
book their reservations more closely to the actual date of travel making it
difficult for us to forecast future performance.

Real Estate Operations:

         The components of real estate operations are as follows:
<TABLE>
--------------------------------------------------------------------------------
<CAPTION>
                                                 13 weeks ended
                                  --------------------------------  ------------
                                      1/27/02          1/26/03        Variance
                                  --------------- ----------------  ------------
<S>                                 <C>              <C>             <C>
  Total real estate revenues        $ 12,080         $  1,325        $ (10,755)
                                  --------------- ----------------  ------------
Cost of real estate operations        11,953            1,898          (10,055)
Restructuring charges                    240                -             (240)
Depreciation and amortization            596              660               64
Interest expense                       4,004            4,934              930
                                  --------------- ----------------  ------------
Total real estate expenses            16,793            7,492           (9,301)
                                  --------------- ----------------  ------------

Loss from real estate operations    $ (4,713)        $ (6,167)       $  (1,454)
                                  =============== ================  ============

Reconciliation to EBITDA:
Loss from real estate operations    $ (4,713)        $ (6,167)       $  (1,454)
Restructuring charges                    240                -             (240)
Depreciation and amortization            596              660               64
Interest expense                       4,004            4,934              930
                                  --------------- ----------------  ------------
Real estate EBITDA                  $    127         $   (573)       $    (700)
                                  =============== ================  ============
--------------------------------------------------------------------------------
</TABLE>

         Real estate revenues decreased by $10.8 million in the 13 weeks ended
January 26, 2003 when compared to the same period in Fiscal 2002, from $12.1
million to $1.3 million. This was a result primarily of the following:

     (i)  $5.2  million  decrease  in  revenues  recognized  on the  closings of
          quartershare units at Steamboat and The Canyons, and
     (ii) $5.6  million  decrease  in  revenues  recognized  on the  closings of
          quartershare units at our eastern resorts.

         The decrease in revenues from closings of quartershare units at our
eastern resorts is the result of having completed the sell-out of our remaining
inventory. The decrease in revenues from closings of quartershare units at The
Canyons and Steamboat relates primarily to continuing disruptions related to our
real estate restructuring efforts as well as weakening economic conditions and
difficulty of potential buyers obtaining end-loan financing for fractional real
estate purchases.

                                       23
<PAGE>
                    American Skiing Company and Subsidiaries

         Our loss from real estate operations increased by $1.5 million, from
$4.7 million in the 13 weeks ended January 27, 2002 to $6.2 million in the 13
weeks ended January 26, 2003. This was a result primarily of the following:

     (i)  $10.8  million  decrease in  revenues  recognized  on the  closings of
          quartershare units,
     (ii) $10.1 million decrease in cost of real estate operations,
     (iii)$0.9 million increase in interest  expense  resulting from an increase
          in debt balances, and
     (iv) $0.2 million decrease in restructuring  charges,  which include legal,
          consulting and financing costs incurred in connection with capital and
          debt restructuring.

         As a result of the above, EBITDA was $0.7 million lower in the 13 weeks
ended January 26, 2003 when compared to the same period of Fiscal 2002. We
believe that EBITDA is an indicative measure of a real estate company's
operating performance and is generally used by investors to evaluate companies
in the real estate industry.

         Recent Trends: Over the past several months, we have seen a reduction
in sales volume and sales leads at our Grand Summit properties at Steamboat and
The Canyons. These reduced sales volumes are below management's anticipated
levels for this period. We believe that this is primarily the result of
continuing disruptions related to our real estate restructuring efforts, which
have impacted real estate sales interest at both resorts, as well as weakening
economic conditions and difficulty of potential buyers obtaining end-loan
financing for fractional real estate purchases. We remain cautiously optimistic
about our ability to sell an increased number of units at Steamboat and The
Canyons this ski season as we have completed the Construction Loan Facility
restructuring and are progressing on a potential restructuring of the Real
Estate Term Facility. We are monitoring developing economic conditions and
implementing new and re-energized sales and marketing programs to take advantage
of visitation during the remaining ski season.

         Benefit from income taxes. The benefit from income taxes was $0 in both
the 13 weeks ended January 27, 2002 and the 13 weeks ended January 26, 2003. We
believe it is more likely than not that we will not realize income tax benefits
from operating losses in the foreseeable future.

         Accretion of discount and dividends on mandatorily redeemable preferred
stock. The dividends on mandatorily redeemable preferred stock increased $0.9
million, from $8.3 million for the 13 weeks ended January 27, 2002 to $9.2
million for the 13 weeks ended January 26, 2003. This increase is primarily
attributable to the compounding effect of accruing dividends on the value of the
preferred shares.

                                       24
<PAGE>
                    American Skiing Company and Subsidiaries

                              Results of Operations
                For the 26 weeks ended January 27, 2002 compared
                     to the 26 weeks ended January 26, 2003

Resort Operations:

         Sale of Sugarbush: We completed the sale of Sugarbush resort on
September 28, 2001. Results of Sugarbush operations are included in our
condensed consolidated statement of operations through that date, which covers
the first two months of the fiscal year. For comparability, the results of
operations at Sugarbush are excluded from both current and prior year results in
the discussion of the results of resort operations. The components of resort
operations reflect the operations of Heavenly as discontinued operations for the
first quarter of Fiscal 2002 due to its sale in May 2002. The following table
reconciles results from resort operations as reported for the 26 weeks ended
January 27, 2002 and January 26, 2003, both including and excluding the results
of Sugarbush resort (in thousands):
<TABLE>
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                               Resort Results as Reported   Sugarbush Results    Results Excluding Sugarbush   Variance
                                    26 Weeks ended           26 Weeks ended            26 Weeks ended          Excluding
                               ------------------------   ---------------------    -----------------------
                                 1/27/02     1/26/03       1/27/02    1/26/03       1/27/02     1/26/03        Sugarbush
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
<S>                             <C>          <C>           <C>        <C>           <C>         <C>            <C>
Total resort revenues           $ 105,308    $ 115,872     $    698   $     -       $ 104,610   $ 115,872      $  11,262
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
Cost of resort operations          84,210       88,294        1,153         -          83,057      88,294          5,237
Marketing, general and
  administrative costs             24,959       26,585          468         -          24,491      26,585          2,094
Restructuring and asset
impairment charges                 27,639            -            -         -          27,639           -        (27,639)
Depreciation and amortization      13,428       14,290            -         -          13,428      14,290            862
Interest expense                   18,374       12,843           32         -          18,342      12,843         (5,499)
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
Total resort expenses             168,610      142,012        1,653         -         166,957     142,012        (24,945)
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------
Loss from resort operations     $ (63,302)   $ (26,140)    $   (955)  $     -      $  (62,347)  $ (26,140)     $  36,207
                               ============ ===========   ========== ==========    =========== ===========    ============

Reconciliation to EBITDA:
Loss from resort operations     $ (63,302)   $ (26,140)    $   (955)  $     -      $  (62,347)  $ (26,140)     $  36,207
Restructuring and asset
impairment charges                 27,639            -            -         -          27,639           -        (27,639)
Depreciation and amortization      13,428       14,290            -         -          13,428      14,290            862
Interest expense                   18,374       12,843           32         -          18,342      12,843         (5,499)
                               ------------ -----------   ---------- ----------    ----------- -----------    ------------

Resort EBITDA(1)                 $ (3,861)   $     993     $   (923)  $     -      $   (2,938)  $     993      $   3,931
                               ============ ===========   ========== ==========    =========== ===========    ============
--------------------------------------------------------------------------------------------------------------------------
(1)  EBITDA  represents  our  loss  from  operations  before  interest,   taxes,
     depreciation  and  amortization  and  restructuring  and  asset  impairment
     charges.  We  believe  that  EBITDA is an  indicative  measure  of a resort
     company's  operating  performance  and is  generally  used by  investors to
     evaluate companies in the resort industry.  However, EBITDA as used in this
     report may not be comparable to similarly titled measures reported by other
     companies.
</TABLE>

         Resort revenues were 10.8% higher in the 26 weeks ended January 26,
2003 when compared to the 26 weeks ended January 27, 2002. This is a result of
improved snow conditions when compared to the prior year. Resort operating
expenses (including marketing, general and administrative costs) for the 26
weeks ended January 26, 2003 were $24.9 million lower than the same period of
Fiscal 2002, primarily as a result of the following:

     (i)  $5.5 million decrease in interest expense resulting from a decrease in
          overall debt balances,
     (ii) $27.6 million decrease in restructuring and asset impairment charges,
     (iii)$5.2 million  increase in cost of resort  operations,  primarily  from
          increased skier visits,
     (iv) $2.1 million increase in marketing,  general and administrative costs,
          primarily from the increase in resort operating activity, and
     (v)  $0.9 million increase in depreciation.

                                       25
<PAGE>
                    American Skiing Company and Subsidiaries

     The $27.6 million of restructuring and asset impairment  charges for the 26
weeks ended January 27, 2002 includes:

     (i)  $25.4 million  impairment charge to record the estimated fair value of
          net assets held for sale at Steamboat, and
     (ii) $2.2 million of legal,  consulting  and  financing  costs  incurred in
          connection with capital and debt restructuring.

         Excluding these restructuring and asset impairment charges, EBITDA was
$3.9 million higher in the 26 weeks ended January 26, 2003 when compared to the
same period of Fiscal 2002.

Real Estate Operations:

         The components of real estate operations are as follows:
<TABLE>
--------------------------------------------------------------------------------
<CAPTION>
                                             26 weeks ended
                                  --------------------------------  ------------
                                      1/27/02          1/26/03        Variance
                                  --------------- ------------------------------
<S>                                 <C>             <C>             <C>
Total real estate revenues          $  14,871       $   5,039       $  (9,832)
                                  --------------- ----------------  ------------
Cost of real estate operations         16,062           5,474         (10,588)
Restructuring charges                     240               -            (240)
Depreciation and amortization           1,258           1,259               1
Interest expense                        8,443           9,789           1,346
                                  --------------- ----------------  ------------
Total real estate expenses             26,003          16,522          (9,481)
                                  --------------- ----------------  ------------

Loss from real estate operations    $ (11,132)      $ (11,483)      $    (351)
                                  =============== ================  ============

Reconciliation to EBITDA:
Loss from real estate operations    $ (11,132)      $ (11,483)      $    (351)
Restructuring charges                     240               -            (240)
Depreciation and amortization           1,258           1,259               1
Interest expense                        8,443           9,789           1,346
                                  --------------- ----------------  ------------
Real estate EBITDA                  $  (1,191)      $    (435)      $     756
                                  =============== ================  ============
--------------------------------------------------------------------------------
</TABLE>

         Real estate revenues decreased by $9.8 million in the 26 weeks ended
January 26, 2003 when compared to the same period in Fiscal 2002, from $14.9
million to $5.1 million. This was a result primarily of the following:

     (i)  $3.8  million  decrease  in  revenues  recognized  on the  closings of
          quartershare units at Steamboat and The Canyons, and
     (ii) $6.2  million  decrease  in  revenues  recognized  on the  closings of
          quartershare units at our eastern resorts.

         The decrease in revenues from closings of quartershare units at our
eastern resorts is the result of having completed the sell-out of our remaining
inventory. The decrease in revenues from closings of quartershare units at The
Canyons and Steamboat relates primarily to continuing disruptions related to our
real estate restructuring efforts as well as weakening economic conditions and
difficulty of potential buyers obtaining end-loan financing for fractional real
estate purchases.

                                       26
<PAGE>
                    American Skiing Company and Subsidiaries

         Our loss from real estate operations increased by $0.4 million, from
$11.1 million in the 26 weeks ended January 27, 2002 to $11.5 million in the 26
weeks ended January 26, 2003. This was a result primarily of the following:

     (i)  $9.8  million  decrease  in  revenues  recognized  on the  closings of
          quartershare units,
     (ii) $10.6 million decrease in cost of real estate operations,
     (iii)$1.4 million increase in interest  expense  resulting from an increase
          in debt balances, and
     (iv) $0.2 million  decrease in  restructuring charges, which include legal,
          consulting and financing costs incurred in connection with capital and
          debt restructuring.

         As a result of the above, EBITDA was $0.8 million higher in the 26
weeks ended January 26, 2003 when compared to the same period of Fiscal 2002. We
believe that EBITDA is an indicative measure of a real estate company's
operating performance and is generally used by investors to evaluate companies
in the real estate industry.

         Benefit from income taxes. The benefit from income taxes was $0 in both
the 26 weeks ended January 27, 2002 and the 26 weeks ended January 26, 2003. We
believe it is more likely than not that we will not realize income tax benefits
from operating losses in the foreseeable future.

      Accretion of discount and dividends on mandatorily redeemable preferred
stock. The dividends on mandatorily redeemable preferred stock increased $2.2
million, from $16.0 million for the 26 weeks ended January 27, 2002 to $18.2
million for the 26 weeks ended January 26, 2003. This increase is primarily
attributable to the compounding effect of accruing dividends on the value of the
preferred shares.

      Cumulative effect of a change in accounting principle. During Fiscal 2002,
we adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142
applies to goodwill and intangible assets acquired after June 30, 2001, as well
as goodwill and intangible assets previously acquired. As a result of the
adoption of SFAS No. 142, we recorded an impairment charge of $18.7 million,
which has been recorded as a cumulative effect of a change in accounting
principle in the 26 weeks ended January 27, 2002.

Recently Issued Accounting Standards

         In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. SFAS No. 143 is effective for
financial statements issued for fiscal years beginning after June 15, 2002. We
adopted SFAS No. 143 in the first quarter of Fiscal 2003. The adoption of this
pronouncement did not have a material impact on our results of operations,
financial position, or liquidity.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement addresses the
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)". SFAS No. 146 is
effective for exit or disposal activities initiated after December 31, 2002. The
adoption of this pronouncement did not have a material impact on our results of
operations, financial position, or liquidity.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - An Amendment of FASB
Statement No. 123". This statement provides alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for financial statements issued for fiscal
years ending after December 15, 2002. The adoption of SFAS No. 148 is not
expected to have a material effect on our results of operations or financial
position.

        In November 2002, the FASB issued FASB Interpretations (FIN) No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others - an Interpretation of FASB
Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34".
This Interpretation elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The initial recognition and


                                       27
<PAGE>
                    American Skiing Company and Subsidiaries

initial measurement provisions of FIN No. 45 are to be applied on a prospective
basis to guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN No. 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN No. 45 did
not have an effect on our results of operations or financial position.

         In January 2003, the FASB issued FASB Interpretations (FIN) No. 46,
"Consolidation of Variable Interest Entities - An Interpretation of ARB No. 51.
This Interpretation addresses consolidation and reporting by business
enterprises of variable interest entities. All enterprises with variable
interests in variable interest entities created after January 31, 2003, shall
apply the provisions of this Interpretation to those entities immediately. A
public entity with a variable interest in a variable interest entity created
before February 1, 2003, shall apply the provisions of this Interpretation to
that entity no later than the beginning of the first interim or annual reporting
period beginning after June 15, 2003. The adoption of FIN No. 46 did not have an
effect on our results of operations or financial position.

                                       28
<PAGE>
                    American Skiing Company and Subsidiaries

                                     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 for the fiscal year
ended July 28, 2002, as filed with the Securities and Exchange Commission on
March 7, 2003.

                                     Item 4
                             Controls and Procedures

     (a)  Evaluation of Disclosure Controls and Procedures.  Our Chief Executive
          Officer   and  Chief   Financial   Officer,   after   evaluating   the
          effectiveness of our disclosure controls and procedures (as defined in
          the Securities  Exchange Act of 1934 Rules  13a-14(c) and 15d-14(c) as
          of a date within 90 days of the filing date of this  Quarterly  Report
          on Form 10-Q (the "Evaluation  Date")),  have concluded that as of the
          Evaluation Date, our disclosure  controls and procedures were adequate
          and effective to ensure that material  information  relating to us and
          our  consolidated  subsidiaries  would be made known to them by others
          within those  entities,  particularly  during the period in which this
          Quarterly Report on Form 10-Q was being prepared.

     (b)  Changes in Internal Controls. There were no significant changes in our
          internal controls or in other factors that could significantly  affect
          our internal controls subsequent to the date of their evaluation,  nor
          any significant  deficiencies or material  weaknesses in such internal
          controls  requiring  corrective  actions.  As a result,  no corrective
          actions were taken.

                           Part II - Other Information

                                     Item 2
                    Changes in Securities and Use of Proceeds
None.

                                     Item 5
                                Other Information

None.

                                     Item 6
                        Exhibits and Reports on Form 8-K
a) Exhibits

         Included herewith are the following exhibits:

Exhibit No.       Description

99.1     Certification of Chief Executive Officer

99.2     Certification of Chief Financial Officer

b) Reports on Form 8-K

            The Company filed a report on Form 8-K on March 7, 2003, announcing
its Fiscal 2003 First Quarter and 2002 Year End Results.

                                       29
<PAGE>
                    American Skiing Company and Subsidiaries

                                   SIGNATURES

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

                                           American Skiing Company
Date:  March 12, 2003

                                           By:   /s/ William J. Fair
                                           --------------------------------
                                           William J. Fair
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



                                           By:  /s/ Helen E. Wallace
                                           --------------------------------
                                           Helen E. Wallace
                                           Senior Vice President, Chief
                                           Financial Officer
                                           (Principal Financial Officer)



                                       30
<PAGE>
                    American Skiing Company and Subsidiaries

                                 CERTIFICATIONS


I, William J. Fair, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of American Skiing
          Company (the "Company");

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the  Company as of, and for,  the periods  presented  in
          this quarterly report;

     4.   The  Company's  other  certifying  officer and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the Company and
          we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating  to the  Company,  including  its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the Company's  disclosure controls
               and  procedures  as of a date  within 90 days prior to the filing
               date of this quarterly report (the "Evaluation Date"); and


          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The Company's other certifying officer and I have disclosed,  based on
          our most recent  evaluation,  to the Company's  auditors and the audit
          committee of the Company's  board of directors (or persons  performing
          the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which could  adversely  affect the  Company's
               ability to record,  process,  summarize and report financial data
               and have  identified  for the  Company's  auditors  any  material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   The Company's  other  certifying  officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  March 12, 2003

                                           By:   /s/ William J. Fair
                                           --------------------------------
                                           William J. Fair
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)






                                       31
<PAGE>
                    American Skiing Company and Subsidiaries

                           CERTIFICATIONS (continued)

I, Helen E. Wallace, certify that:


     1.   I have reviewed this quarterly  report on Form 10-Q of American Skiing
          Company (the "Company");

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the  Company as of, and for,  the periods  presented  in
          this quarterly report;

     4.   The  Company's  other  certifying  officer and I are  responsible  for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the Company and
          we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating  to the  Company,  including  its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the Company's  disclosure controls
               and  procedures  as of a date  within 90 days prior to the filing
               date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The Company's other certifying officer and I have disclosed,  based on
          our most recent  evaluation,  to the Company's  auditors and the audit
          committee of the Company's  board of directors (or persons  performing
          the equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls  which could  adversely  affect the  Company's
               ability to record,  process,  summarize and report financial data
               and have  identified  for the  Company's  auditors  any  material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   The Company's  other  certifying  officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date:  March 12, 2003

                                  By:  /s/ Helen E. Wallace
                                  --------------------------------
                                  Helen E. Wallace
                                  Senior Vice President, Chief Financial Officer
                                  (Principal Financial Officer)


                                       32
<PAGE>