UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 FOR THE QUARTER ENDED APRIL 30, 2000
                                       or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from____________ to ____________.

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

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

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

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

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

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

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

Yes [X]  No [  ]


         The number of shares  outstanding  of each of the  issuer's  classes of
common stock were 14,760,530 shares of Class A common stock, $.01 par value, and
15,692,633 shares of common stock, $.01 par value, as of June 14, 2000.

<PAGE>


                                Table of Contents

Part I - Financial Information

Item 1.  Financial Statements

         Condensed Consolidated  Statement of Operations (unaudited) for the 13
            weeks ended April 30, 2000 and April 25, 1999......................3

         Condensed Consolidated Statement of Operations (unaudited) for the 40
            weeks ended April 30, 2000 and the 39 weeks ended April 25, 1999...4

         Condensed Consolidated Balance Sheet as of April 30, 2000 (unaudited)
            and July 25, 1999..................................................5

         Condensed Consolidated Statement of Cash Flows (unaudited) for the 40
            weeks ended April 30, 2000 and the 39 weeks ended April 25, 1999...6

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

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

         General..............................................................12

         Liquidity and Capital Resources......................................12

         Changes in Results of Operations.....................................18

         Forward-Looking Statements...........................................23

Item 3.  Quantitative and Qualitative Disclosures
            About Market Risk.................................................23

Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K.....................................24



                                       2
<PAGE>


                         Part I - Financial Information
                           Item 1 Financial Statements

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



                                            13 weeks ended        13 weeks ended
                                            April 30, 2000        April 25, 1999
                                                        (unaudited)

Net revenues:
    Resort                                $        149,942       $       154,317
    Real estate                                     73,153                10,324
                                         -----------------    ------------------
       Total net revenues                          223,095               164,641

Operating expenses:
    Resort                                          74,865                74,573
    Real estate                                     63,450                 8,554
    Marketing, general and administrative           13,063                14,519
    Depreciation and amortization                   19,076                19,731
                                         -----------------    ------------------
       Total operating expenses                    170,454               117,377
                                         -----------------    ------------------

Income from operations                              52,641                47,264
    Interest expense                                 8,386                10,144
                                         -----------------    ------------------

Income before provision for income taxes            44,255                37,120
    Provision for income taxes                      17,472                14,787
                                         -----------------    ------------------

Income before preferred stock dividends             26,783                22,333
    Accretion of discount and dividends
    accrued on mandatorily redeemable
    preferred stock                                  5,319                 1,096
                                         -----------------    ------------------
Net income available to common
    shareholders                          $         21,464       $        21,237
                                         =================    ==================

Accumulated deficit, begining of
    period                                $       (75,389)       $      (31,036)
Net income available to common
    shareholders                                    21,464                21,237
                                         -----------------    ------------------
Accumulated deficit, end of period        $       (53,925)       $       (9,799)
                                         =================    ==================


Basic earnings per common share (note 3)
    Net income available to common
    shareholders                          $           0.71       $          0.70
                                         =================    ==================
    Weighted average common shares
    outstanding                                 30,423,073            30,286,773
                                         =================    ==================

Fully diluted earnings per common share (note 3)
    Net income available to common
    shareholders                          $           0.42       $          0.68
                                         =================    ==================
    Weighted average common shares
    outstanding                                 60,267,685            33,063,047
                                         =================    ==================









                      See accompanying notes to (unaudited)
                  Condensed Consolidated Financial Statements

                                       3
<PAGE>

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



                                            40 weeks ended        39 weeks ended
                                            April 30, 2000        April 25, 1999
                                                        (unaudited)

Net revenues:
    Resort                                $        275,228     $         277,833
    Real estate                                     97,849                21,109
                                         -----------------     -----------------
       Total net revenues                          373,077               298,942

Operating expenses:
    Resort                                         177,403               171,897
    Real estate                                     89,220                20,459
    Marketing, general and administrative           40,099                43,267
    Depreciation and amortization                   43,202                41,450
                                         -----------------      ----------------
    Total operating expenses                       349,924               277,073
                                         -----------------      ----------------

Income from operations                              23,153                21,869
    Interest expense                                25,516                29,213
                                         -----------------      ----------------

Loss before provision for (benefit from)
    income taxes                                   (2,363)               (7,344)
    Provision for (benefit from) income
    taxes                                            2,472                 (768)
                                         -----------------      ----------------

Loss before extraordinary item and
      accounting change                            (4,835)               (6,576)
    Extraordinary loss, net of tax benefit
      of $396 (note 6)                                 621                    --
    Cumulative effect of change in accounting
      principle, net of tax benefit of $449
      (note 2)                                         704                    --
                                         -----------------      ----------------

Loss before preferred stock dividends              (6,160)               (6,576)
    Accretion of discount and dividends
    accrued on mandatorily redeemable
    preferred stock                                 15,454                 3,234
                                         -----------------      ----------------
Net loss available to common shareholders $       (21,614)      $        (9,810)
                                         =================      ================


Retained earnings (accumulated deficit),
    beginning of period                   $       (32,311)      $             11

Net loss available to common shareholders         (21,614)               (9,810)
                                         -----------------      ----------------
Accumulated deficit, end of period        $       (53,925)      $        (9,799)
                                         =================      ================

Basic and fully diluted loss per common
    share (note 3)
    Loss from continuing operations       $         (0.67)      $         (0.32)
    Extraordinary loss, net of taxes                (0.02)                    --
    Cumulative effect of change in
    accounting principle, net of taxes              (0.02)                    --
                                         -----------------      ----------------
    Net loss available to common
    shareholders                          $         (0.71)      $         (0.32)
                                         =================      ================

Weighted average common shares
    outstanding - basic and diluted             30,352,301            30,286,357
                                         =================      ================








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


                                       4
<PAGE>

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

                                           April 30, 2000          July 25, 1999
                                            (unaudited)
Assets
Current assets
    Cash and cash equivalents             $         10,088      $          9,003
    Restricted cash                                  7,843                 6,628
    Accounts receivable                             11,653                 6,474
    Inventory                                        9,615                10,837
    Prepaid expenses                                 6,386                 5,309
    Deferred income taxes                            4,273                 4,273
                                         -----------------       ---------------
       Total current assets                         49,858                42,524

Property and equipment, net                        528,968               529,154
Real estate developed for sale                     231,372               207,745
Goodwill                                            75,339                76,672
Intangible assets                                   22,259                22,987
Deferred financing costs                            11,351                 9,279
Other assets                                        18,384                19,141
                                         -----------------       ---------------
   Total asset                            $        937,531       $       907,502
                                         =================       ===============

Liabilities, Mandatorily Redeemable
Preferred Stock and Shareholders' Equity
Current liabilities
    Current portion of long-term debt     $         12,487       $        61,555
    Accounts payable and other current
    liabilities                                     89,877                77,951
    Deposits and deferred revenue                   13,181                20,850
                                         -----------------       ---------------
       Total current liabilities                   115,545               160,356

Long-term debt, excluding current portion          256,346               313,844
Subordinated notes and debentures,
    excluding current portion                      127,263               127,062
Other long-term liabilities                         15,157                15,687
Deferred income taxes                               11,688                10,062
                                         -----------------       ---------------
     Total liabilities                             525,999               627,011

Mandatorily  Redeemable 10 1/2% Preferred
    Stock, par value of $1,000 per share;
    40,000 shares authorized; 36,626 shares
    issued and outstanding; including
    cumulative dividends (redemption value
    of $47,442 and $43,836, respectively)           47,442                43,836
Mandatorily  Redeemable 8 1/2% Series B
    Preferred Stock, par value of $1,000 per
    share;  150,000  shares  authorized,
    issued  and  outstanding;   including
    cumulative dividends (redemption value of
    $159,448 and $0, respectively)                 148,388                    --

Shareholders' Equity
    Common stock, Class A, par value of $.01
    per share; 15,000,000 shares authorized;
    14,760,530 issued and outstanding                  148                   148
    Common stock, par value of $.01 per share;
    100,000,000  shares  authorized; 15,662,543
    and 15,526,243 issued and outstanding,
    respectively                                       157                   155
    Additional paid-in capital                     269,322               268,663
    Accumulated deficit                           (53,925)              (32,311)
                                         -----------------       ---------------
       Total shareholders' equity                  215,702               236,655
                                         =================       ===============
Total liabilities, mandatorily redeemable
    preferred stock and shareholders'
    equity                                $        937,531       $       907,502
                                         =================       ===============







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

                                       5
<PAGE>


                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)


                                              40 weeks ended      39 weeks ended
                                              April 30, 2000      April 25, 1999
                                                          (unaudited)
Cash flows from operating activities
Net loss                                 $         (6,160)       $       (6,576)
Adjustments to reconcile net loss to net
    cash used in operating activities:
    Depreciation and amortization                   43,202                41,450
    Amortization of discount on debt                   274                   247
    Deferred income taxes                            1,626                 (768)
    Stock compensation charge                          388                   644
    Extraordinary loss                               1,017                    --
    Cumulative effect of change in
        accounting principle                         1,154                    --
    (Gain)/loss from sale of assets                (1,477)                    95
    Decrease (increase) in assets:
       Restricted cash                             (1,215)                 (555)
       Accounts receivable                         (5,179)               (5,471)
       Inventory                                     1,222                   (4)
       Prepaid expenses                            (1,392)                 1,264
       Real estate developed for sale             (52,629)              (71,549)
       Other assets                                  1,930               (3,632)
    Increase (decrease) in liabilities:
       Accounts payable and other current
        liabilities                                 11,926                50,463
       Deposits and deferred revenue               (7,669)                10,556
       Other long-term liabilities                   1,300                 1,235
       Other, net                                      (3)                     5
                                          ----------------       ---------------
Net cash provided by (used in) operating
    activities                                    (11,685)                17,404
                                         -----------------       ---------------

Cash flows from investing activities
       Capital expenditures                       (18,994)              (43,319)
       Proceeds from sale of assets                 10,020                   365
       Long-term investments                       (1,278)                 1,250
       Payments for purchase of businesses           (162)                    --
                                         -----------------       ---------------
Net cash used in investing activities             (10,414)              (41,704)
                                         -----------------       ---------------

Cash flows from financing activities
       Net proceeds from issuance of
          mandatorily redeemable securities        136,540                    --
       Net repayment of Senior Credit
          Facility                               (123,169)              (46,794)
       Proceeds from long-term debt                    147                19,920
       Proceeds from non-recourse real
          estate debt                              104,937                71,223
       Repayment of long-term debt                 (9,308)               (6,730)
       Repayment of non-recourse real
          estate debt                             (79,843)              (18,211)
       Deferred financing costs                    (4,563)               (1,371)
       Repayment of demand note,
          Principal Shareholder                    (1,830)                    --
       Proceeds from exercise of stock options         273                    --
                                         -----------------       ---------------
Net cash provided by financing activities           23,184                18,037
                                         -----------------       ---------------

Net increase in cash and cash equivalents            1,085               (6,263)
Cash and cash equivalents, beginning of
        period                                       9,003                15,370
                                         -----------------       ---------------
Cash and cash equivalents, end of period $          10,088       $         9,107
                                         =================       ===============


Supplementary disclosure of non-cash item:
Non-cash transfer of real estate
    developed for sale to fixed assets   $         28,268        $             -




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

                                       6
<PAGE>


        Notes to (unaudited) Condensed Consolidated Financial Statements

         1. General.  American  Skiing  Company (the "Parent") is organized as a
holding  company and operates  through various  subsidiaries  (together with the
Parent,  the  "Company").  The  Company's  fiscal  year is a  fifty-two  week or
fifty-three  week  period  ending on the last  Sunday of July.  Fiscal 2000 is a
fifty-three week reporting period with the second quarter consisting of 14 weeks
and all other quarters  consisting of 13 weeks. Fiscal 1999 was a fifty-two week
reporting  period with each quarter  consisting  of 13 weeks.  The  accompanying
unaudited  condensed  consolidated  financial  statements  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.

         Results for interim periods are not indicative of the results  expected
for the year due to the seasonal nature of the Company's business. The unaudited
condensed  consolidated  financial statements should be read in conjunction with
the following notes and the Company's  consolidated  financial statements in its
Form 10-K,  filed with the  Securities  and Exchange  Commission  on October 23,
1999.  Certain  amounts in the prior  year's  unaudited  condensed  consolidated
financial  statements  and the  audited  financial  statements  as  filed in the
Company's  Form 10-K have been  reclassified  to conform to the  current  period
presentation.

         2. Accounting  Change. In the first quarter of fiscal 2000, the Company
changed its method of  accounting  for  start-up  costs in  accordance  with its
adoption  of AICPA  Statement  of  Position  98-5,  "Reporting  on the  Costs of
Start-up  Activities" ("SOP 98-5").  The change involved  expensing all start-up
costs as incurred,  rather than  capitalizing and  subsequently  amortizing such
costs.  The initial  adoption  of SOP 98-5  resulted  in the  write-off  of $1.2
million of start-up  costs that had previously  been  capitalized as of July 25,
1999.  The net effect of the  write-off of $704,000  (which is net of income tax
benefits of $449,000) has been expensed and reflected as a cumulative  effect of
a change in accounting principle in the accompanying statement of operations for
the 40 weeks ended April 30, 2000.

         3. Earnings  (loss) per Common Share.  Effective  January 25, 1998, the
Company  adopted the provisions of the Financial  Accounting  Standards  Board's
Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128").  SFAS  128  specifies  the  computation,   presentation,  and  disclosure
requirements  for earnings per share for public  entities.  Earnings  (loss) per
common share for the 13 weeks, and the 40 and 39 weeks ending April 30, 2000 and
April 25, 1999,  respectively,  were determined  based on the following data (in
thousands):

<TABLE>
<CAPTION>
                                                 13 weeks ended    13 weeks ended    40 weeks ended    39 weeks ended
                                                 April 30, 2000    April 25, 1999    April 30, 2000    April 25, 1999
                                                ----------------  ----------------  ----------------  ----------------
<S>                                             <C>               <C>               <C>               <C>
Income/(loss) before preferred stock dividends
   and accretion and extraordinary items        $        26,783   $        22,333   $       (4,835)   $       (6,576)
Accretion of discount and dividends accrued
   on mandatorily redeemable preferred stock              5,319             1,096            15,454             3,234
                                                ----------------  ----------------  ----------------  ----------------
Income/(loss) before extraordinary items -
   basic                                                 21,464            21,237          (20,289)           (9,810)
10 1/2% Series A Preferred Stock dividend
   requirements                                               -             1,096                 -                 -
Series B Preferred Stock dividend
   requirements                                           4,093                 -                 -                 -
                                                ----------------  ----------------  ----------------  ----------------
Income/(loss) before extraordinary items -
   diluted                                               25,557            22,333           (20,289)          (9,810)
Extraordinary loss, net of taxes                              -                 -                621                -
Cumulative effect of change in
   accounting principle, net of taxes                         -                 -                704                -
                                                ----------------  ----------------  ----------------  ----------------
Net income/(loss) available
   to common shareholders - diluted             $        25,557   $        22,333   $       (21,614)  $       (9,810)
                                                ================  ================  ================  ================





                                       7
<PAGE>

                                                 13 weeks ended    13 weeks ended    40 weeks ended    39 weeks ended
                                                 April 30, 2000    April 25, 1999    April 30, 2000    April 25, 1999
                                                ----------------  ----------------  ----------------  ----------------
                  Shares
Weighted average shares outstanding - basic              30,423            30,287            30,375            30,286

Effect of dilutive securities:
    Common stock options                                     97               343                 -                 -
    Convertible 10 1/2% Series A Preferred Stock              -             2,433                 -                 -
    Convertible Series B Preferred Stock                 29,748                 -                 -                 -
                                                ----------------  ----------------  ----------------  ----------------
Weighted average shares outstanding - diluted            60,268            33,063            30,375            30,286
                                                ================  ================  ================  ================
</TABLE>


         The  Company  had  36,626  shares  of  Mandatorily  Redeemable  10 1/2%
Convertible  Preferred  Stock  outstanding  as  of  April  30,  2000  which  are
convertible  into shares of the Company's  common stock. The common stock shares
into which  these  securities  are  convertible  have not been  included  in the
dilutive  share   calculation  as  the  impact  of  their   inclusion  would  be
anti-dilutive.  The Company also had 683,750 and  2,191,547 as of April 30, 2000
and  April  25,  1999,   respectively,   of  exercisable  common  stock  options
outstanding  which are excluded from the dilutive share  calculation  because in
each case the  exercise  price is greater  than the average  share price for the
periods presented.

         4. Income Taxes. The net deferred income tax liability includes the tax
benefit of cumulative net operating losses and other tax attributes,  net of the
reduction in current income taxes payable resulting  principally from the excess
of  depreciation  reported  for  income  tax  purposes  over that  reported  for
financial  reporting  purposes.  The provision for income taxes  includes a $3.0
million  valuation  allowance  established  in the first  quarter of fiscal 2000
relating to certain  deferred tax assets for prior net  operating  losses.  As a
result of the Series B Preferred Stock Transaction  described in footnote 7, the
realization  of the tax benefit  from  certain of the  Company's  net  operating
losses and other tax  attributes  is dependent  upon the  occurrence  of certain
future events.  It is the judgment of the Company that a valuation  allowance of
$3.0 million against its deferred tax assets for net operating  losses and other
tax  attributes  is  appropriate  because  it is more  likely  than not that the
benefit of such losses and attributes will not be realized. Based on facts known
at this time, the Company  expects to  substantially  realize the benefit of the
remainder of its net operating  losses and other tax attributes  affected by the
Series B Preferred Stock Transaction.

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



                                       8
<PAGE>

                  13 weeks ended  13 weeks ended  40 weeks ended  39 weeks ended
                  April 30, 2000  April 25, 1999  April 30, 2000  April 25, 1999
                  --------------  --------------  --------------  --------------
                                           (in thousands)
Revenues:
    Resorts       $      149,942  $      154,317  $      275,228  $      277,833
    Real Estate           73,153          10,324          97,849          21,109
                  --------------  --------------  --------------  --------------
Total             $      223,095  $      164,641  $      373,077  $      298,942
                  --------------  --------------  --------------  --------------

Income (loss) before
benefit from income taxes
    Resorts       $       37,935  $       37,756  $      (3,303)  $      (2,555)
    Real Estate            6,320           (636)             940         (4,788)
                  --------------  --------------  --------------  --------------
Total             $       44,255  $       37,120  $      (2,363)  $      (7,344)
                  --------------  --------------  --------------  --------------


         6. Long Term Debt. The Company  established a senior credit facility on
November 12, 1997. On October 12, 1999, this senior credit facility was amended,
restated and  consolidated  from two  sub-facilities  totaling $215 million to a
single facility totaling $165 (the "Senior Credit Facility").  The Senior Credit
Facility  consists of a revolving  credit facility in the amount of $100 million
and a term facility in the amount of $65 million.  The revolving  portion of the
Senior Credit Facility  matures on May 30, 2004, and the term portion matures on
May 31,  2006.  In  conjunction  with the  restructuring  of the  Senior  Credit
Facility,  the Company  wrote-off a pro-rata  portion of its  existing  deferred
financing  costs in the amount of $1.0  million,  or $0.6  million net of income
taxes, which is included in the accompanying Condensed Consolidated Statement of
Operations for the 40 weeks ended April 30, 2000 as an extraordinary loss.

        The Senior Credit Facility contains affirmative,  negative and financial
covenants customary for this type of credit facility,  including  maintenance of
certain  financial  ratios.  The Senior  Credit  Facility is  collateralized  by
substantially all the assets of the Company,  except its real estate development
subsidiaries,   which  are  not  borrowers  under  the  Senior  Credit  Facility
(collectively,  the borrowing  subsidiaries  are referred to as the  "Restricted
Subsidiaries").  The revolving  portion of the Senior Credit Facility is subject
to an annual 30-day clean down  requirement,  which period must include April 30
of each year,  during  which the sum of the  outstanding  principal  balance and
letter of credit  exposure  under the  revolving  portion of the facility is not
permitted  to exceed $25 million for fiscal 2000 and $35 million for each fiscal
year thereafter.

        The Senior  Credit  Facility  contains  restrictions  on the  payment of
dividends by the Company on its common stock.  Those  restrictions  prohibit the
payment  of  dividends  in  excess  of  50%  of  the  Restricted   Subsidiaries'
consolidated  net income after April 25, 1999, and further  prohibit the payment
of dividends under any circumstances when the effect of such payment would be to
cause the Restricted  Subsidiaries'  debt to EBITDA ratio (as defined within the
credit agreement) to exceed 4.0 to 1.



                                       9
<PAGE>

        The  maximum  availability  under the  revolving  portion  of the Senior
Credit Facility reduces over its term by certain  prescribed  amounts.  The term
portion of the Senior Credit Facility  amortizes in five annual  installments of
$650,000  payable  on May 31 of each year,  commencing  May 31,  2000,  with the
remaining portion of the principal due in two substantially  equal  installments
on May 31,  2005 and May 31,  2006.  In  addition,  the Senior  Credit  Facility
requires mandatory  prepayment of the term portion and a mandatory  reduction in
the  availability  under the  revolving  portion  of an  amount  equal to 50% of
Consolidated  Excess Cash Flows (as defined in the credit  agreement) during any
period in which the Excess  Cash Flow  Leverage  Ratio (as defined in the credit
agreement)  exceeds  3.50  to 1.  In no  event,  however,  will  such  mandatory
prepayments reduce the revolving portion of the facility below $74.8 million.

         The Senior  Credit  Facility  also  places a maximum  level of non-real
estate capital  expenditures  of $20 million for fiscal 2000 and $13 million for
fiscal 2001  (exclusive of certain  capital  expenditures in connection with the
sale of the Series B Preferred  Stock).  Following  fiscal 2001,  annual  resort
capital expenditures  (exclusive of real estate capital expenditures) are capped
at  the  lesser  of (i)  $35  million  or  (ii)  the  total  of  the  Restricted
Subsidiaries'  consolidated  EBITDA (as  defined  therein)  for the four  fiscal
quarters  ended in April of the  previous  fiscal  year less  consolidated  debt
service for the same period. In addition to the foregoing  amounts,  the Company
is permitted to and expects to make  capital  expenditures  of up to $30 million
for the purchase  and  construction  of a new gondola at its Heavenly  resort in
Lake Tahoe,  Nevada,  which the Company  currently plans to construct during the
2000 and 2001 fiscal years.

         The Company  entered into an amendment  to the Senior  Credit  Facility
effective March 6, 2000 (the "Credit Facility  Amendment")  which  significantly
modifies the covenant  requirements for the current quarter and on a prospective
basis. The Credit Facility  Amendment  requires the following  minimum quarterly
EBITDA levels starting with the Company's current third quarter of fiscal 2000:

              Fiscal Quarter                        Minimum EBITDA
              ----------------------------------------------------
              2000 Quarter 3                          $60,000,000
              2000 Quarter 4                         ($20,000,000)
              2001 Quarter 1                         ($20,000,000)
              2001 Quarter 2                          $20,000,000
              2001 Quarter 3                          $65,000,000
              2001 Quarter 4                         ($20,000,000)
              2002 Quarter 1                         ($20,000,000)
              2002 Quarter 2                          $22,000,000

         The Credit Facility Amendment also places  restrictions  on the maximum
amount outstanding under the revolving portion of the Senior Credit Facility for
the period from May 1 through  December 3, 2000.  During this period,  revolving
credit  advances  shall not exceed the following  amounts at any time during the
indicated montly periods:

              Monthly                               Maximum
              Period Ending                         Revolver Usage
              ----------------------------------------------------
              June 4, 2000                          $39,000,000
              July 2, 2000                          $53,000,000
              July 30, 2000                         $60,000,000
              September 3, 2000                     $70,000,000
              October 1, 2000                       $80,000,000
              October 29, 2000                      $85,000,000
              December 3, 2000                      $90,000,000




                                       10
<PAGE>

         7. Series B Preferred Stock Transaction.  Pursuant to a Preferred Stock
Subscription  Agreement  (the  "Series B  Agreement")  dated July 9,  1999,  the
Company  sold  150,000  shares of its 8.5%  Series B  Convertible  Participating
Preferred  Stock  ("Series  B  Preferred  Stock")  on August 9, 1999 to Oak Hill
Capital  Partners,  L.P.  and certain  related  entities  ("Oak  Hill") for $150
million.  The Company used  approximately $129 million of the proceeds to reduce
indebtedness  under its Senior  Credit  Facility,  approximately  $30 million of
which has been  reborrowed  and invested in the Company's  principal real estate
development  subsidiary,   American  Skiing  Company  Resort  Properties,  Inc.,
("Resort  Properties").  The  remainder  of the  proceeds  were  used to (1) pay
approximately  $16 million in fees and expenses in connection  with the Series B
Preferred  Stock sale  (approximately  $13  million)  and  related  transactions
(approximately  $3  million),  and (2)  acquire  from  the  Company's  principal
shareholder  certain  strategic  assets and to repay a demand  note  issued by a
subsidiary  of  the  Company  to the  Company's  principal  shareholder,  in the
aggregate amount of $5.4 million.

      The Series B Preferred  Stock is convertible  into shares of the Company's
common stock at an initial  conversion price of $5.25 per share of common stock.
The initial conversion price is subject to an antidilution adjustment.  Assuming
all shares of the Series B  Preferred  Stock are  converted  into the  Company's
common stock at the initial (and current)  conversion  price, Oak Hill would own
approximately 50.0% of the Company's outstanding common stock and Class A common
stock as of April 30, 2000.  Oak Hill is entitled to vote its shares of Series B
Preferred  Stock on matters  (other than the  election of  Directors)  as if its
shares were converted into the Company's common stock. In addition,  Oak Hill as
the  holder  of  Series B  Preferred  Stock  has  class  voting  rights to elect
Directors to the Company's Board of Directors.  Furthermore,  under the Series B
Agreement, Oak Hill and the Chairman and Chief Executive Officer of the Company,
Leslie B.  Otten,  have agreed to use best  efforts and to vote their  shares in
order to ensure that each of them is able to appoint up to four Directors to the
Board  (depending  on  their  shareholdings).  Therefore,  under  the  Series  B
Agreement and the Company's certificate of incorporation, Oak Hill and Mr. Otten
together elect eight of the eleven members of the Company's Board.

      Dividends on the Series B Preferred  Stock are payable at the rate of 8.5%
per year.  For the first five  years,  the  Company  may  accrete  and  compound
dividends payable to the liquidation price instead of paying cash dividends,  in
which case the dividend rate will  increase to 9.5% after January 31, 2001,  and
to 10.5% after January 31, 2002. The Series B Agreement requires dividends to be
paid in cash after July 31, 2004.  The dividend rate will revert back to 8.5% at
the time the Company  begins paying the dividend in cash. If the Company  elects
to accrue dividends on the Series B Preferred Stock to the liquidation price for
the  first  five  years,  and  thereafter  pay all  dividends  in cash when due,
assuming no  intervening  stock  issuances or  repurchases  by the Company,  the
Series B Preferred Stock would be convertible into 60.4% of the Company's common
stock after the fifth  anniversary  of its  issuance.  The Company is  currently
accruing dividends on the Series B Preferred Stock at an effective rate of 9.7%,
with the  assumption  that  dividends  will not be paid in cash  until the fifth
anniversary of the issuance.

                                       11
<PAGE>

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

         The  following  is  management's  discussion  and analysis of financial
condition  and  results of  operations  for the 13 and 40 weeks  ended April 30,
2000.  As you read the material  below,  we urge you to  carefully  consider our
Consolidated  Financial Statements and related notes contained elsewhere in this
report and the audited  financial  statements and related notes contained in our
Form 10-K filed with the Securities and Exchange Commission on October 23, 1999.

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

         The Oak Hill  Transaction.  On August 9, 1999, the Company  consummated
the sale of 150,000  shares of its Series B Convertible  Exchangeable  Preferred
Stock (the "Series B Preferred  Stock") to Oak Hill Capital  Partners,  L.P. and
certain related  entities ("Oak Hill").  The Company  realized gross proceeds of
$150  million on the Series B  Preferred  Stock sale.  The  Company  used $128.6
million of the proceeds to reduce  indebtedness under its Senior Credit Facility
(as  defined  in  Footnote  6  to  the   accompanying   financial   statements),
approximately  $30  million of which has been  reborrowed  and  invested  in the
Company's principal real estate development subsidiary,  American Skiing Company
Resort Properties,  Inc., ("Resort  Properties").  The remainder of the proceeds
were  used  to (1)  pay  approximately  $16  million  in fees  and  expenses  in
connection  with the Series B Preferred Stock sale  (approximately  $13 million)
and related  transactions  (approximately $3 million),  and (2) acquire from the
Company's  principal  shareholder certain strategic assets and to repay a demand
note  issued  by  a  subsidiary  of  the  Company  to  the  Company's  principal
shareholder, in the aggregate amount of $5.4 million.

Liquidity and Capital Resources

         Short-Term.  The  Company's  primary  short-term  liquidity  needs  are
funding  seasonal working capital  requirements,  continuing and completing real
estate  development  projects presently under  construction,  funding its fiscal
2000 capital improvement program and servicing  indebtedness.  Cash requirements
for ski-related and real estate development  activities are provided by separate
sources.  The Company's  primary  sources of liquidity for  ski-related  working
capital and ski-related  capital  improvements  are cash flow from operations of
its  non-real  estate  subsidiaries  and  borrowings  under  the  Senior  Credit
Facility.  Real estate  development  and real estate  working  capital is funded
primarily through construction  financing facilities  established for major real
estate  development  projects,  a $58  million  term loan  facility  established
through  Resort  Properties  (the "Resort  Properties  Term  Facility")  and net
proceeds  from  the  sale of real  estate  developed  for  sale  after  required
construction loan repayments. These construction financing facilities and Resort
Properties  Term  Facility  (collectively,  the "Real  Estate  Facilities")  are
without recourse to the Company and its resort operating subsidiaries.  The Real
Estate Facilities are collateralized by significant real estate assets of Resort
Properties and its subsidiaries,  including,  without limitation, the assets and
stock of Grand Summit Resort Properties,  Inc.  ("GSRP"),  the Company's primary
hotel development subsidiary.  As of April 30, 2000, the book value of the total
assets that  collateralized the Real Estate Facilities,  and are included in the
accompanying consolidated balance sheet, were approximately $304.2 million.



                                       12
<PAGE>

         Resort  Liquidity.  The Company has  established a $165 million  senior
credit  facility  (the "Senior  Credit  Facility")  consisting of a $100 million
revolving  portion and a $65 million  term  portion.  As of June 2, 2000,  total
borrowings  under the  revolving  credit were $42.4  million and $7.6 million of
availability was allocated to cover outstanding letters of credit. The revolving
portion of the Senior  Credit  Facility  matures on May 30,  2004,  and the term
portion matures on May 31, 2006.

        The  maximum  availability  under the  revolving  portion  of the Senior
Credit Facility reduces over its term by certain  prescribed  amounts.  The term
portion of the Senior Credit Facility  amortizes in five annual  installments of
$650,000  payable  on May 31 of each year,  commencing  May 31,  2000,  with the
remaining portion of the principal due in two substantially  equal  installments
on May 31, 2005 and May 31, 2006. As of June 2, 2000, the outstanding balance of
the term portion has been reduced by $650,000 to $64.4 million. In addition, the
Senior Credit Facility requires  mandatory  prepayment of the term portion and a
mandatory reduction in the availability under the revolving portion of an amount
equal to 50% of  Consolidated  Excess  Cash  Flows  (as  defined  in the  credit
agreement)  during any period in which the Excess Cash Flow  Leverage  Ratio (as
defined in the credit agreement) exceeds 3.50 to 1. In no event,  however,  will
such mandatory  prepayments  reduce the revolving  portion of the facility below
$74.8 million.  Management  does not presently  expect to generate  Consolidated
Excess Cash Flows during fiscal 2000 or fiscal 2001.

        The Senior Credit Facility contains affirmative,  negative and financial
covenants customary for this type of credit facility,  including  maintenance of
certain financial ratios. The Senior Credit Facility is secured by substantially
all the  assets of the  Company,  except  those of its real  estate  development
subsidiaries (consisting of Resort Properties and its subsidiaries which are not
borrowers  under  the  Senior  Credit  Facility)  (collectively,  the  borrowing
subsidiaries  are referred to as the "Restricted  Subsidiaries").  The revolving
portion of the facility is subject to an annual  30-day clean down  requirement,
which  period must  include  April 30 of each year,  during which the sum of the
outstanding principal balance and letter of credit exposure shall not exceed $25
million for fiscal 2000 and $35  million  for each fiscal year  thereafter.  The
Company successfully completed the 30-day clean down requirement for fiscal 2000
on April 30, 2000.

        The Senior  Credit  Facility  contains  restrictions  on the  payment of
dividends by the Company on its common stock.  Those  restrictions  prohibit the
payment  of  dividends  in  excess  of  50%  of  the  Restricted   Subsidiaries'
consolidated  net income after April 25, 1999, and further  prohibit the payment
of dividends under any circumstances when the effect of such payment would be to
cause the Restricted  Subsidiaries'  debt to EBITDA ratio (as defined within the
Senior Credit  Facility) to exceed 4.0 to 1. Based upon these  restrictions  (as
well as additional  restrictions  discussed below),  the Company does not expect
that it will be able to pay cash  dividends  on its common  stock,  10.5% Senior
Preferred Stock or Series B Senior  Preferred Stock during fiscal 2001 or fiscal
2002.



                                       13
<PAGE>

        Due to the adverse weather conditions in the eastern United States, Utah
and the Sierra Nevadas  during the Company's  second fiscal quarter of 2000, and
its effect on the Company's second quarter revenue,  EBITDA and net income,  the
Company entered into an amendment to the Senior Credit Facility on March 6, 2000
(the "Credit  Facility  Amendment")  which (i) suspended  the  Company's  second
quarter  financial  covenant  requirements,   (ii)  significantly  modified  the
financial covenant  requirements of the Senior Credit Facility for the Company's
second and third fiscal quarters and on a prospective  basis,  (iii) established
minimum  quarterly  EBITDA levels  starting with the Company's  third quarter of
fiscal 2000  through the second  quarter of fiscal  2002,  and (iv)  established
monthly  restrictions  on the maximum  amount  outstanding  under the  revolving
portion of the Senior Credit Facility for the period from May 1 through December
3, 2000. The Company  exceeded its required  minimum EBITDA level of $60 million
under the Credit Facility Amendment for the third fiscal quarter of 2000 and the
Company  successfully  fulfilled the maximum usage  requirement  for the monthly
period  ended  June  4,  2000.  Based  upon  historical  operations,  management
presently  anticipates  that  the  Company  will be able to meet  the  financial
covenants  of the Senior  Credit  Facility,  as  amended by the Credit  Facility
Amendment.  Failure to meet one or more of these  covenants  could  result in an
event of  default  under the  Senior  Credit  Facility.  In the event  that such
default were not waived by the lenders  holding a majority of the debt under the
Senior Credit Facility, such default would also constitute defaults under one or
more of the Textron Facility, the Resort Properties Term Loan, and the Indenture
(each as  hereinafter  defined),  the  consequences  of which  would  likely  be
material and adverse to the Company.

         The Credit  Facility  Amendment also places a maximum level of non-real
estate capital  expenditures  of $20 million for fiscal 2000 and $13 million for
fiscal 2001  (exclusive of certain  capital  expenditures in connection with the
sale of Series B  Preferred  Stock  during the first  quarter  of fiscal  2000).
Following  fiscal 2001,  annual resort capital  expenditures  (exclusive of real
estate capital expenditures) are capped at the lesser of (i) $35 million or (ii)
the  total of the  Restricted  Subsidiaries'  consolidated  EBITDA  (as  defined
therein) for the four fiscal quarters ended in April of the previous fiscal year
less consolidated debt service for the same period. In addition to the foregoing
amounts, the Company is permitted to and expects to make capital expenditures of
up to $30  million for the  purchase  and  construction  of a new gondola at its
Heavenly  resort in Lake Tahoe,  Nevada,  which the Company  currently  plans to
construct during the 2000 and 2001 fiscal years.

        The Company's liquidity is significantly  affected by its high leverage.
As a result of its leveraged  position,  the Company will have  significant cash
requirements   to  service   interest  and  principal   payments  on  its  debt.
Consequently,  cash availability for working capital needs, capital expenditures
and acquisitions is limited, outside of the availability under the Senior Credit
Facility. Furthermore, the Senior Credit Facility and the Indenture each contain
significant  restrictions on the ability of the Company and its  subsidiaries to
obtain  additional  sources of capital and may affect the  Company's  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.

                                       14
<PAGE>

        Management  believes  that its  current  capital  resources,  along with
anticipated results from operations,  will be sufficient to fund non-real estate
operating  and  maintenance  capital  needs  at the  Company's  resorts  for the
foreseeable future.

        Under the Indenture  related to the 12% Senior  Subordinated  Notes, due
2006 (the "Indenture"),  the Company is prohibited from paying cash dividends or
making  other   distributions   to  its   shareholders,   except  under  certain
circumstances  (which are not currently applicable and are not anticipated to be
applicable in the foreseeable future).

         Real Estate Liquidity. Funding of working capital for Resort Properties
and its fiscal  2000 real estate  development  program is provided by the Resort
Properties Term Facility and net proceeds from the sale of real estate developed
for sale after required construction loan repayments.

         The Resort  Properties Term Facility has a maximum  principal amount of
$58 million  (reduced by a reserve for interest  payments),  bears interest at a
variable rate equal to Fleet National  Bank's base rate plus 8.25%, or a current
rate of 17.75% per annum (payable  monthly in arrears),  and matures on June 30,
2001. As of June 2, 2000,  the Resort  Properties  Term Facility was fully drawn
with $53.9 million  outstanding and a $4.1 million interest reserve.  The Resort
Properties  Term  Facility  is  collateralized  by  security  interests  in, and
mortgages on,  substantially all of Resort Properties'  assets,  which primarily
consist  of  undeveloped  real  property  and  the  stock  of  its  real  estate
development  subsidiaries (including GSRP). As of April 30, 2000, the book value
of the total assets that collateralized the Resort Properties Term Facility, and
are included in the accompanying  consolidated  balance sheet, was approximately
$304.2  million.  The Resort  Properties  Term Facility is  non-recourse  to the
Parent and its resort operating subsidiaries.

         In  conjunction  with  the  Resort  Properties  Term  Facility,  Resort
Properties  entered  into a  syndication  letter with Fleet  National  Bank (the
"Syndication  Letter") pursuant to which Fleet National Bank agreed to syndicate
up to $43 million of the Resort Properties Term Facility. Under the terms of the
Syndication  Letter,  one or more of the  terms of the  Resort  Properties  Term
Facility  (excepting certain terms such as the maturity date and commitment fee)
may be altered  depending on the  requirements  for syndication of the facility;
however,  no  alteration  of the terms of the  facility  may occur  without  the
consent of Resort  Properties.  It may be necessary for one or more of the terms
of the Resort  Properties  Term Facility to be altered in order to syndicate the
facility,  and such alterations could be material and adverse to the Company. As
of June 1, 2000,  Fleet National Bank was actively  engaged in  syndicating  the
Resort  Properties  Term Facility.  The  Syndication  Letter also provides that,
prior to  syndication  of at least $33  million  of the Resort  Properties  Term
Facility,  Fleet  National  Bank may at its  option,  require  repayment  of the
outstanding balance of the facility within 120 days of its request for repayment
by Resort Properties. If the syndication is unsuccessful and Fleet National Bank
were to require  repayment,  there can be no  assurance  that the Company  could
secure  replacement  financing  for the Resort  Properties  Term  Facility.  The
failure to secure replacement financing on terms similar to those existing under
the Resort Properties Term Facility could result in a material adverse effect on
the liquidity of Resort  Properties and its  subsidiaries,  including  GSRP, and
could  also  result  in a default  under the  Indenture  and the  Senior  Credit
Facility.

         The  Company  runs  substantially  all of its real  estate  development
through single purpose subsidiaries,  each of which is a wholly owned subsidiary
of  Resort  Properties.  In its  fourth  fiscal  quarter  of 1998,  the  Company
commenced  construction  on three new hotel projects (two at The Canyons in Utah
and one at Steamboat  in  Colorado).  Two of these new hotel  projects are Grand
Summit Hotels that are being constructed by GSRP. The Grand Summit Hotels at The
Canyons and Steamboat  are being  financed  through a $110 million  construction
loan facility among GSRP and various lenders,  including TFC Textron  Financial,
the syndication agent and  administrative  agent,  which closed on September 25,
1998 (the "Textron Facility").



                                       15
<PAGE>

         As of June 2, 2000, the amount  outstanding  under the Textron Facility
was $93.5 million.  The Textron Facility matures on September 24, 2002 and bears
interest at the rate of prime plus 2.5% per annum,  or a current  rate of 11.5%.
The principal of the Textron  Facility is payable  incrementally as quartershare
sales are closed based on a predetermined  per unit amount,  which  approximates
between 50% and 80% of the net proceeds of each closing. The Textron Facility is
collateralized  by mortgages  against the project sites (including the completed
Grand Summit Hotels at Killington,  Mt. Snow,  Sunday River,  Attitash Bear Peak
and The Canyons),  and is subject to covenants,  representations  and warranties
customary  for this type of  construction  facility.  The  Textron  Facility  is
non-recourse to the Company and its resort operating  subsidiaries  (although it
is  collateralized  by substantial  assets of GSRP, having a total book value of
$220.3 million as of April 30, 2000,  which comprise  substantial  assets of the
Company).  The Grand Summit  Hotel at The Canyons  opened  during the  Company's
third  fiscal  quarter,  during  which the  Company  received  $40.6  million in
proceeds from the closing of pre-sales.  Eighty percent of the net proceeds from
the closings of those pre-sales have been applied to the  outstanding  principal
balance of the Textron Facility.

         The  remaining  hotel  project  commenced  by the Company in 1998,  the
Sundial  Lodge  project at The Canyons,  was financed  through (i) a $29 million
construction  loan facility between Canyons Resort  Properties,  Inc., (a wholly
owned  subsidiary of Resort  Properties) and KeyBank,  N.A. (the "Key Facility")
and (ii) an $8 million  intercompany  loan from Resort  Properties.  The Sundial
Lodge  opened  during the  Company's  second  fiscal  quarter,  during which the
Company  received  $17.8 million in proceeds from the closing of pre-sales.  The
Company received an additional $21.2 million in proceeds from unit sale closings
at this  project in its third fiscal  quarter.  The proceeds of these unit sales
have been used to fully repay the Key Facility.

         The Company's fiscal 2000 business plan anticipates the commencement of
between one and three real estate  projects in the Summer of 2000.  The projects
presently under  consideration  for Summer 2000 commencement are: a Grand Summit
Hotel at Heavenly and townhomes at The Canyons and Sunday River.  The timing and
extent of these  projects  are  subject  to  factors  which  may be  beyond  the
Company's  control,  including local and state permitting  requirements,  market
demand,  the Company's cash flow  requirements  and the availability of external
capital.

         Due to construction  delays and cost increases at the Company's Canyons
and Steamboat  Grand  Summit  Hotel  projects,  real  estate  capital  resources
and  liquidity  are  limited.   While  management  believes  Resort  Properties'
capital resources and liquidity are currently adequate to complete the Steamboat
project (the  Canyons  project  has  already  been  completed),  further  delays
or cost overruns,  at  the  Steamboat  project,  could  result in  shortfalls in
available capital and delay completion of that project.

         Long-Term.  The Company's primary long-term liquidity needs are to fund
skiing-related capital improvements at certain of its resorts and development of
its slope side real estate. The Company has invested over $165 million in skiing
related  facilities  since the  beginning  of fiscal 1998.  As a result,  and in
keeping with restrictions imposed under the Senior Credit Facility,  the Company
expects its resort  capital  programs for the next several  fiscal years will be
more  limited in size.  The  Company's  fiscal  2000 resort  capital  program is
estimated at approximately $20 million,  exclusive of the $2.8 million of assets
purchased in conjunction with the Oakhill  Transaction,  (of which $12.9 million
had been expended as of April 30,  2000),  plus such  additional  amounts as are
expended on the Heavenly  Gondola project,  on which  construction has commenced
and $4.6  million  had  been  expended  as of  April  30,  2000.  The  Company's
preliminary  estimate of its fiscal 2001 resort capital program is approximately
$13 million.



                                       16
<PAGE>

         The Company's  largest  long-term  capital needs relate to: (i) certain
resort  capital  expenditure   projects  (including  the  Heavenly  Gondola  for
approximately $30 million),  (ii) the Company's real estate development program,
and (iii)  repayment of the Company's  Mandatorily  Redeemable  10.5%  Preferred
Stock  (discussed  below).  For its 2001  and 2002  fiscal  years,  the  Company
anticipates  its  annual  maintenance  capital  needs  to be  approximately  $12
million.  There is a considerable  degree of flexibility in the timing and, to a
lesser degree, scope of the Company's growth capital program.  Although specific
capital  expenditures can be deferred for extended periods,  continued growth of
skier  visits,   revenues  and  profitability  will  require  continued  capital
investment in on-mountain improvements.

         The Company's practice is to finance on-mountain  capital  improvements
through  resort cash flow,  capital leases and its Senior Credit  Facility.  The
size and scope of the capital  improvement  program will generally be determined
annually  depending upon the strategic  importance and expected financial return
of certain projects,  future availability of cash flow from each season's resort
operations and future borrowing availability and covenant restrictions under the
Senior Credit  Facility.  The Senior Credit  Facility  places a maximum level of
non-real estate capital expenditures for fiscal 2002 and beyond at the lesser of
(i)  $35  million  or  (ii)  the  total  of  (a)  the  Restricted  Subsidiaries'
consolidated  EBITDA (as defined  therein) for the four fiscal quarters ended in
April of the  previous  fiscal year less (b)  consolidated  debt service for the
same period. In addition to the foregoing  amounts,  the Company is permitted to
and expects to make capital  expenditures  of up to $30 million for the purchase
and construction of a new gondola at its Heavenly resort in Lake Tahoe,  Nevada,
which the Company  currently plans to construct  during the 2000 and 2001 fiscal
years.  Management  believes  that these  capital  expenditure  amounts  will be
sufficient to meet the Company's needs for non-real estate capital  improvements
for the near future.

         The Company's business plan anticipates the development of Grand Summit
hotels, condominium hotels and townhouses at its resort villages at The Canyons,
Heavenly, Killington, Steamboat and Sunday River. The timing and extent of these
projects  are subject to local and state  permitting  requirements  which may be
beyond the Company's control, as well as to the Company's cash flow requirements
and availability of external capital.  The Company's real estate  development is
undertaken  through the Company's  real estate  development  subsidiary,  Resort
Properties.  Recourse  on  indebtedness  incurred  to finance  this real  estate
development is limited to Resort Properties  and/or its subsidiaries  (including
GSRP).  Such  indebtedness is generally  collateralized by the projects financed
under  the  particular  indebtedness,   which,  in  some  cases,  constitutes  a
significant  portion of the assets of the  Company.  As of April 30,  2000,  the
total assets that collateralized the Real Estate Facilities, and are included in
the  accompanying  consolidated  balance  sheet,  totaled  approximately  $304.2
million.  Resort Properties' seven existing  development  projects are currently
being funded by the Resort Properties Term Facility and the Textron Facility,

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

                                       17
<PAGE>

         The Company  issued $17.5 million of  convertible  preferred  stock and
$17.5  million  of  convertible  notes in July 1997 to fund  development  at The
Canyons.  These  securities were converted on November 12, 1997 into Mandatorily
Redeemable 10 1/2% Preferred Stock of the Company. The Mandatorily Redeemable 10
1/2% Preferred  Stock is exchangeable at the option of the holder into shares of
the  Company's  common  stock at a  conversion  price of $17.10 for each  common
share. In the event that the  Mandatorily  Redeemable 10 1/2% Preferred Stock is
held to its maturity date of November 15, 2002,  the Company will be required to
pay the holders the face value of $36.6 million plus an estimated  $25.4 million
of dividends in arrears. So long as the Mandatorily Redeemable 10 1/2% Preferred
Stock  remains  outstanding,  the Company may not pay any cash  dividends on its
common stock or Series B Preferred Stock unless accrued and unpaid  dividends on
the Mandatorily Redeemable 10 1/2% Preferred Stock have been paid in cash on the
most recent due date.  Because the Company has been accruing unpaid dividends on
the Mandatorily Redeemable 10 1/2% Preferred Stock, the Company is not presently
able to pay cash  dividends on its common stock or Series B Preferred  Stock and
management does not expect that the Company will have this ability during fiscal
2001 and fiscal 2002.


                        Changes in Results of Operations

           For the 13 weeks ended April 30, 2000  compared to the 13 weeks ended
April 25,1999.

         The Company's fiscal year 2000 consists of a fifty-three week reporting
period  compared to fifty-two  weeks in fiscal 1999,  with the  additional  week
included in the Company's  second  fiscal  quarter.  Because the second  quarter
extended one week later in fiscal 2000,  the 13 week time period that  comprises
the current  third fiscal  quarter  includes one more week at the end of the ski
season (the week ending April 30, 2000),  during which time the Company  usually
experiences  operating losses, in the place of one week during the height of the
ski season (the week ending  January 30,  2000),  during  which time the Company
usually generates significant resort revenues and operating profits.  Therefore,
the results of the 13 weeks ended April 30, 2000  (January 31, 2000 to April 30,
2000) are not directly  comparable to the 13 weeks ended April 25, 1999 (January
24, 1999 to April 25, 1999). The following  discussion and analysis compares the
results of resort  operations in the current  fiscal  quarter to the  comparable
time period in the prior year,  as if the third quarter of fiscal 1999 went from
February 1, 1999 to May 1, 1999 ("the Comparable Quarter").  The different weeks
in  quarter 3 of fiscal  2000 as  compared  to  quarter 3 of fiscal  1999 is not
considered to have a material  impact on the  comparability  of the results from
real estate  operations  due to the  intermittent  nature of the Company's  real
estate sales activity. Therefore, the timing of the weeks in the fiscal quarters
is not addressed  separately in the discussion of the changes in results of real
estate operations.

Resort Operations:
         Substantial  natural  snowfall at all  resorts and in key market  areas
late in the Company's  second fiscal quarter revived sluggish early season skier
traffic  heading into the current third  quarter.  This momentum  continued into
February,  during  which fresh  snowfall  and good  weather  for the  Presidents
Holiday  weekend  produced  three-day  attendance  records  at almost all of the
Company's resorts.  Skier traffic (and operating results) continued to be strong
into March,  but warm weather  nation-wide  and  sustained  rainfall in the East
brought an early end to the ski season and as a result April resort revenues and
operating profits fell short of the prior year.



                                       18
<PAGE>

         Resort revenues  decreased slightly in the third fiscal quarter of 2000
compared to the third  quarter of fiscal  1999,  from  $154.3  million to $149.9
million.  However,  when  matched-up to the  Comparable  Quarter in fiscal 1999,
resort  revenues  actually  increased  by $6.7  million.  $1.5  million  of this
increase  is  attributable  to  lodging,  food & beverage  and  retail  revenues
generated at the recently opened Sundial and Grand Summit Hotels at The Canyons.
Paid skier days of 1.8 million for the current  quarter were consistent with the
Comparable  Quarter  of fiscal  1999.  Resort  revenues,  exclusive  of the $1.5
million  from the new  hotels  at The  Canyons,  were up $5.2  million  over the
Comparable  Quarter  in fiscal  1999 on  similar  paid skier days as a result of
higher yields per paid skier day across all resorts. These increased yields were
due mainly to  enhanced  pricing on lift  tickets,  food & beverage  and lodging
services.

         The Resort segment generated a $37.9 million profit before income taxes
and preferred  dividends  for the current  fiscal  quarter,  compared to a $37.8
million profit in the third quarter of fiscal 1999.  However,  Resort  operating
profit before income taxes and preferred  dividends  actually  increased by $6.5
million over the Comparable Quarter in fiscal 1999. The $6.7 million increase in
resort  revenues  noted  above was offset by a $3.6  million  increase in resort
operating costs, the majority of which (approximately $2.5 million) were related
to the  opening of the two new hotels at The  Canyons  and  pre-opening  charges
incurred  for the Grand  Summit Hotel at  Steamboat,  which is  currently  under
construction.  The Company also  experienced a $2.6 million  reduction in resort
interest  expense  in the  current  quarter  due to the  reduced  level  of debt
outstanding  under the Company's senior credit facility in fiscal 2000 resulting
from the pay-down on that  facility  from the proceeds of the Series B Preferred
Stock issuance.


Real Estate Operations:
         Real estate revenues  increased by $62.9 million in the current quarter
compared to fiscal 1999, from $10.3 million to $73.2 million.  During its second
fiscal  quarter,  the  Company  began  delivering  units  in the  Sundial  Lodge
whole-ownership  condominium  hotel located at The Canyons  resort in Park City,
Utah. The delivery of  substantially  all of the remaining  units in the Sundial
Lodge  occurred in the Company's  current third fiscal  quarter,  accounting for
$21.2 million of real estate revenues in the quarter.  Also at The Canyons,  the
Company commenced  delivery of quartershare units in its new Grand Summit Hotel,
contributing an additional $40.6 million in revenues during the current quarter.
Continuing  sales of  quartershare  units of the existing Grand Summit Hotels at
the Company's  Eastern resorts  contributed $9.5 million in real estate revenues
for the current quarter  compared to $8.3 million in the third quarter of fiscal
1999,  an  increase of $1.2  million.  The  overall  sell-out of these  projects
remains  strong as both the Jordan Grand at Sunday River and the Grand Summit at
Killington  are now over 95% sold-out,  with the Grand Summit at Mount Snow over
65% and Attitash Bear Peak over 55% sold-out.



                                       19
<PAGE>

         The Real Estate segment  generated a profit before income taxes of $6.3
million for the third quarter of fiscal 2000, compared to a $0.6 million loss in
the third quarter of fiscal 1999. The initial delivery of quartershare  units in
the new Grand  Summit  Hotel at the  Company's  resort at The Canyons  generated
$13.3 million in pre-tax  earnings during the current  quarter.  Pre-tax profits
form the sale of  quartershare  units in the existing Grand Summit Hotels at the
Company's  Eastern resorts  decreased by $0.8 million,  from $3.8 million in the
third quarter of fiscal 1999 to $3.0 million in the current quarter. The reduced
profit margins on the sale of Eastern resort quartershare units is attributed to
additional  costs  incurred  to  up-fit  the  remaining  units,  as  well  as an
aggressive pricing plan implemented to accelerate final unit sales at Killington
and Sunday River. Marketing,  general and administrative costs increased by $4.8
million in the current  quarter  compared to the third  quarter of fiscal  1999,
mainly due to sales commissions and marketing  activity related to unit sales at
the Sundial Lodge and Grand Summit Hotel at The Canyons.

      Accretion  of discount and  dividends  accrued on  mandatorily  redeemable
preferred stock increased $4.2 million,  from $1.1 million for the third quarter
of fiscal  1999 to $5.3  million  for the  current  quarter.  This  increase  is
primarily  attributable to the additional accrual of dividends on 150,000 shares
of 8 1/2% Series B Preferred  Stock  issued to Oak Hill in the first  quarter of
fiscal  2000.  The  Company  is  currently  accruing  dividends  on the Series B
Preferred Stock at an effective rate of 9.7%, with the assumption that dividends
will not be paid in cash until the fifth anniversary of the issuance, which will
cause the dividend rate to incrementally  increase up to 10.5% by the end of the
fifth year.


                        Changes in Results of Operations
          For the 40 weeks ended  April 30, 2000  compared to the 39 weeks ended
April 25, 1999.

Resort Operations:
         Resort  revenues  decreased $2.6 million,  or 1.0%, for the nine months
ended April 30, 2000  compared to the nine  months  ended April 25,  1999,  from
$277.8 million to $275.2 million.  Paid skier days were down  approximately 5.8%
over the same  period,  from 3.2 million in fiscal 1999 to 3.0 million in fiscal
2000.  This  decrease  was  primarily  due to warm  weather  patterns  in  early
November,  a rainy  Thanksgiving  weekend in the East and a warm,  dry  December
nationwide.  The  December  holiday  week was also  negatively  impacted  by the
overall  softness in the travel  industry  due to Y2K  concerns  and the lack of
natural  snowfall  in key market  areas.  Substantial  natural  snowfall  at all
resorts and in key market  areas late in the  Company's  second  fiscal  quarter
revived  sluggish  early season skier  traffic.  This  momentum  continued  into
February,  during  which fresh  snowfall  and good  weather  for the  Presidents
holiday  weekend  produced  three-day  attendance  records  at almost all of the
Company's  resorts.  Skier traffic  continued to be strong into March,  but warm
weather  nation-wide and sustained  rainfall in the East brought an early end to
the ski season and April revenues fell short of the prior year.



                                       20
<PAGE>

         Revenues  from lift ticket and retail  sales were down a combined  $5.3
million,  or 3%, from the prior year due mainly to the decrease in paid days for
the year. Food and beverage and lodging  services  revenues were relatively flat
compared to the prior year, as revenues generated from the two new hotels at The
Canyons  offset the effect of the  decrease  in skier  days.  Skier  development
revenues actually  increased by $0.7 million,  or 3%, in the fiscal 2000 period,
as the Company  continued to realize the  benefits of its new skier  development
programs instituted in fiscal 1999 in conjunction with the opening of new Sprint
Perfect Turn Discovery Centers at four of its Eastern resorts.  The Company also
realized $1.6 million in net gains from the sale of non-strategic  assets during
the first quarter of fiscal 2000.

         The Resort  segment  generated a $3.3 million loss before  income taxes
for the nine months  ended April 30, 2000,  compared to a $2.6  million  pre-tax
loss in the  corresponding  period of the prior year. This $0.7 million increase
in the year-to-date  pre-tax loss is derived from (i) a $5.0 million decrease in
resort earnings before  interest,  taxes and  depreciation,  (ii) a $1.6 million
increase in depreciation  expense, and (iii) an offsetting $5.7 million decrease
in interest expense. The decrease in resort earnings before interest,  taxes and
depreciation is derived from the net effect of (i) the $2.6 million  decrease in
resort  revenues  described  above,  (ii)  a $5.5  million  increase  in  resort
operating expenses due mainly to costs associated with the activities  necessary
to prepare  for the  openings of the two new hotels at The Canyons and the Grand
Summit Hotel at Steamboat,  increased snowmaking and maintenance costs, food and
beverage  and lodging  costs and retail  costs of goods  sold,  and (iii) a $3.2
million  reduction  in  marketing,  general  and  administrative  expenses.  The
increase in resort depreciation  expense is due to the approximately $19 million
in capital  expenditures  made at the Company's  resorts during fiscal 2000. The
reduction  in interest  expense in fiscal 2000 is due  primarily  to the reduced
level of debt outstanding under the Company's Senior Credit Facility as a result
of the  paydown on that  facility  from the  proceeds  of the Series B Preferred
Stock issuance.

Real Estate Operations:
         Real  estate  revenues  increased  by $76.7  million for the first nine
months of fiscal 2000  compared to the same  period in fiscal  1999,  from $21.1
million to $97.8 million.  The delivery of units in the Sundial  whole-ownership
condominium  hotel and the new Grand Summit Hotel at The Canyons  accounted  for
$39.0 million and $40.6 million, respectively, of real estate revenues in fiscal
2000. Slight decreases in real estate revenues are derived from (i) $2.4 million
of  revenue  recognized  in fiscal  1999 from the sale of  townhouses  at Sunday
River, with no corresponding  sales of townhouses at Sunday River in fiscal 2000
and (ii) a $0.7 million decrease in revenue from  quartershare unit sales at the
existing Grand Summit Hotels at the Company's Eastern resorts.

         The Real Estate segment  generated a profit before income taxes of $0.9
million for the nine months  ended April 30,  2000,  compared to a $4.8  million
pre-tax loss in the  comparable  period of fiscal 1999. The Company has realized
$13.3  million in pre-tax  profit from the sale of units at the new Grand Summit
Hotel  at The  Canyons  resort  for the  nine  months  ending  April  30,  2000.
Offsetting this increase was (i) a $4.1 million  increase in sales and marketing
and  administrative  costs primarily  related to unit sales at the Sundial Lodge
and Grand  Summit Hotel at The  Canyons,  (ii) a $1.5 million  decrease in gross
profit  from sales of Eastern  Grand  Summit  quartershare  units,  (iii) a $2.0
million  increase in real estate interest  expense as a result of an increase in
real estate related debt  outstanding,  and (iv) certain  non-recurring  charges
related to final settlement costs for construction of the Grand Summit Hotels at
Sunday River and Killington.

                                       21
<PAGE>

      Provision for (benefit from) income taxes  increased $3.3 million,  from a
benefit of $0.8  million in the first nine  months of fiscal 1999 to a provision
of $2.5  million in the first nine months of fiscal  2000.  The  increase in the
provision is due primarily to a $3.0 million valuation allowance  established in
the first  quarter of fiscal 2000  relating to certain  deferred  tax assets for
prior  net  operating  losses.  As a  result  of the Oak Hill  Transaction,  the
realization of the tax benefit of certain of the Company's net operating  losses
and other tax  attributes is dependent  upon the  occurrence  of certain  future
events.  It is the  judgment of the Company  that a valuation  allowance of $3.0
million  against its deferred tax assets for net operating  losses and other tax
attributes is appropriate because it is more likely than not that the benefit of
such losses and  attributes  will not be realized.  Based on facts known at this
time, the Company expects to substantially  realize the benefit of the remainder
of its net operating  losses and other tax  attributes  affected by the Oak Hill
Transaction.

      Extraordinary  loss of $0.6 million (net of $0.4 million of tax  benefits)
in the first nine months of fiscal 2000 resulted from the pro-rata  write-off of
certain existing deferred financing costs related to the Company's Senior Credit
Facility.  This  write-off  was due to the  restructuring  of the Senior  Credit
Facility in connection with the permanent  reduction in the  availability of the
revolving  portion and the pay down of the term portion of the facility from the
proceeds of the Series B Preferred Stock issuance.

      Cumulative effect of a change in accounting principle of $0.7 million (net
of $0.4  million tax  benefit) in the first nine months of fiscal 2000  resulted
from the  write-off  of  certain  capitalized  start-up  costs  relating  to the
Company's  hotel and retail  operations and the opening of the Canyons resort in
fiscal 1998.  The accounting  change was due to the Company's  adoption of AICPA
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities". SOP
98-5  requires  the  expensing of all  start-up  costs as incurred,  rather than
capitalizing  and subsequently  amortizing such costs.  Initial adoption of this
SOP should be  reported  as a  cumulative  effective  of a change in  accounting
principles.  Current  start-up  costs are being  expensed  as  incurred  and are
reflected in their appropriate expense classifications

      Accretion  of discount and  dividends  accrued on  mandatorily  redeemable
preferred  stock  increased  $12.2  million from $3.2 million for the first nine
months of fiscal 1999 to $15.4  million for the first nine months of the current
fiscal year. This increase is primarily  attributable to the additional  accrual
of dividends on 150,000 shares of Series B Preferred Stock issued to Oak Hill in
the first quarter of fiscal 2000. The Company is currently accruing dividends on
the Series B Preferred  Stock at an effective rate of 9.7%,  with the assumption
that  dividends  will not be paid in cash  until  the fifth  anniversary  of the
issuance.

                                       22
<PAGE>

                           Forward-Looking Statements

         Certain   information   contained   herein   includes   forward-looking
statements,  the  realization of which may be impacted by the factors  discussed
below.  The  forward-looking  statements  are made  pursuant  to the safe harbor
provisions of the Private Securities  Litigation Reform Act of 1995 (the "Act").
This report contains  forward  looking  statements that are subject to risks and
uncertainties, including, but not limited to, uncertainty as to future financial
results;  substantial  leverage of the Company;  the capital intensive nature of
development  of the Company's  ski resorts;  rapid and  substantial  growth that
could place a  significant  strain on the  Company's  management,  employees and
operations;   uncertainties   associated  with  fully   syndicating  the  Resort
Properties Term Facility;  uncertainties  associated  with obtaining  additional
financing  for future real  estate  projects  and to  undertake  future  capital
improvements;  demand for and costs  associated  with real  estate  development;
changes  in  market  conditions   affecting  the  interval  ownership  industry;
regulation  of  marketing  and sales of the  Company's  quartershare  interests;
seasonality of resort revenues; fluctuations in operating results; dependence on
favorable weather  conditions;  the discretionary  nature of consumers' spending
for skiing,  destination vacations and resort real estate; regional and national
economic  conditions;  laws and regulations  relating to the Company's land use,
development,  environmental compliance and permitting obligations;  termination,
renewal or extension  terms of the  Company's  leases and United  States  Forest
Service  permits;  industry  competition;  the  adequacy of water  supply at the
Company's  properties;  and  other  risks  detailed  from  time  to  time in the
Company's filings with the Securities and Exchange Commission. These risks could
cause the  Company's  actual  results  for fiscal year 2000 and beyond to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company. The foregoing list of factors should not be construed as
exhaustive or as any admission regarding the adequacy of disclosures made by the
Company prior to the date hereof or the effectiveness of said Act.

                                     Item 3
           Quantitative and Qualitative Disclosures about Market Risk

         As of July 25, 1999,  the Company had entered into two  non-cancellable
interest  rate swap  agreements  to be used as a cash  flow  hedge  against  the
interest payments on the Company's $120 million 12% Senior  Subordinated  Notes,
due 2006 (the "Notes"). The notional amount of both agreements was $120 million.
The first swap  agreement  matures on July 15,  2001.  With respect to this swap
agreement,  the  Company  receives  interest at a rate of 12% per annum and pays
interest at a variable  rate based on the six month LIBOR rate.  The second swap
agreement  expires July 15, 2006 (after increasing its notional amount to $127.5
million on July 15,  2001) and requires the Company to pay interest at a rate of
9.01% per annum and receive  interest at a variable rate,  also based on the six
month LIBOR rate. The two variable  portions of the swap agreements  offset each
other  until July 15,  2001,  thus  eliminating  any  interest  rate risk to the
Company until that date, and the Company  effectively pays interest at a rate of
9.01% on the Notes until that date.  Under the  scenario in effect at the end of
fiscal 1999,  the Company  would be exposed to interest  rate risk from July 16,
2001 until July 15, 2006 under the second swap agreement.  However,  this master
swap  agreement  includes  an option  for the  Company  to enter into a new swap
agreement on July 16, 2001 to replace the expiring agreement.

         During the second  quarter of fiscal  2000 the Company  entered  into a
third  swap  agreement  which  will  take  effect  on July 16,  2001,  after the
expiration  of the  first  agreement.  This  third  swap  agreement  will have a
notional  amount of $127.5  million and will require the Company to pay interest
at a variable rate,  based on the six month LIBOR rate, and to receive  interest
at a fixed  rate of 7.40%.  Going  forward  from that  date,  the  Company  will
continue to pay interest at a fixed rate of 9.01% per annum and receive interest
at a  variable  rate on the  existing  second  swap  agreement.  As a result  of
entering  into this new third swap  agreement,  the Company has  eliminated  the
interest  rate risk that would have existed at July 15, 2001 when the first swap
agreement expires, and has fully executed its cash flow hedge by fixing the cash
pay rate on the Notes until their  maturity in July 2006.  The net effect of the
three swap  agreements  will result in a $2.1  million  interest  savings to the
Company  over  the  life of the  agreements.  This  amount  is  currently  being
recognized against interest expense on a straight-line  basis prospectively from
the second fiscal quarter of 2000 until July 2006.

                                       23
<PAGE>

         There have been no material  changes  (other than those noted above) in
information  relating to market risk since the Company's  disclosure included in
Item 7A of Form 10-K as filed with the  Securities  and Exchange  Commission  on
October 23, 1999.


                           Part II - Other Information


                                     Item 6
                        Exhibits and Reports on Form 8-K

a) Exhibits

         Included  herewith is the Financial Data Schedule  submitted as Exhibit
27 in accordance with Item 601(c) of Regulation S-K.

b) Reports on Form 8-K

The  Company  did not file any  reports on Form 8-K during the third  quarter of
fiscal 2000.


                                       24
<PAGE>




                                   SIGNATURES

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



Date: June 14, 2000                                 /s/ Christopher E. Howard
----------------------                              ----------------------------
                                                    Christopher E. Howard
                                                    Executive Vice President
                                                    (Duly Authorized Officer)


Date:  June 14, 2000                                /s/ Mark J. Miller
----------------------                              ----------------------------
                                                    Mark J. Miller
                                                    Senior Vice President
                                                    Chief Financial Officer
                                                    Principal Financial Officer)

                                       25