CERTIFICATION

         I, Helen E. Wallace, certify that:

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

2.       Based on my  knowledge,  this  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 report;

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

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

         a)    Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

         b)    Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

         c)    Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

5.       The  registrant's  other  certifying  officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons performing the equivalent
         functions):

         a)    all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

         b)    any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date:  March 10, 2004

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