American Skiing Company and Subsidiaries






                                  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 EXCHANG
              E ACT OF 1934 FOR THE QUARTER ENDED JANUARY 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
15,662,543 shares of common stock, $.01 par value, as of March 14, 2000.

<PAGE>


                                Table of Contents

Part I - Financial Information

Item 1.  Financial Statements

         Condensed Consolidated Statement of Operations (unaudited) for the 14
          weeks ended January 30, 2000 and the 13 weeks ended
          January 24, 1999 ....................................................3

         Condensed Consolidated Statement of Operations (unaudited) for the 27
          weeks ended January 30, 2000 and the 26 weeks ended
          January 24, 1999 ....................................................4

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

         Condensed Consolidated Statement of Cash Flows (unaudited) for the 27
          weeks ended January 30, 2000 and the 26 weeks ended January 24, 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..............................................................11

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

         Changes in Results of Operations.....................................17

         Forward-Looking Statements...........................................22

Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk..............................................22

Part II - Other Information

Item 4.   Submission of Matters to a Vote of Security Holders.................23

Item 5.   Other Information...................................................24

Item 6.    Exhibits and Reports on Form 8-K...................................25


<PAGE>


                         Part I - Financial Information
                           Item 1 Financial Statements

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



                                          14 weeks ended         13 weeks ended
                                         January 30, 2000       January 24, 1999
                                                       (unaudited)

Net revenues:
    Resort                               $       104,480        $        103,205
    Real estate                                   22,147                   6,300
                                         -----------------      ----------------
       Total net revenues                        126,627                 109,505

Operating expenses:
    Resort                                        73,523                  69,251
    Real estate                                   22,486                   7,865
    Marketing, general and administrative         16,283                  17,922
    Depreciation and amortization                 20,924                  19,010
                                         -----------------      ----------------
       Total operating expenses                  133,216                 114,048
                                         -----------------      ----------------
Loss from operations                             (6,589)                 (4,543)
    Interest expense                               9,164                  10,139
                                         -----------------      ----------------

Loss before benefit from income taxes           (15,753)                (14,682)
    Benefit from income taxes                    (5,948)                 (4,982)
                                         -----------------      ----------------

Loss before preferred stock dividends            (9,805)                 (9,700)
    Accretion of discount and dividends
    accrued on mandatorily redeemable
    preferred stock                                5,319                   1,079
                                         -----------------      ----------------
    Net loss available to common
    shareholders                         $      (15,124)        $       (10,779)
                                         =================      ================


Accumulated deficit, beginning of period $      (60,265)        $       (20,257)

Net loss available to common shareholders       (15,124)                (10,779)
                                         -----------------      ----------------

Accumulated deficit, end of period       $      (75,389)        $       (31,036)
                                         =================      ================


Basic and fully diluted loss per
    common share (note 3)
Net loss available to common
    shareholders                         $        (0.50)        $         (0.36)
                                         =================      ================

Weighted average common shares
    outstanding - basic and diluted           30,412,046              30,286,746
                                         =================      ================






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



                                       3
<PAGE>
                 Condensed Consolidated Statement of Operations
               (In thousands, except share and per share amounts)

                                          27 weeks ended         26 weeks ended
                                         January 30, 2000       January 24, 1999
                                                       (unaudited)
Net revenues:
    Resort                               $       125,286        $        123,516
    Real estate                                   24,696                  10,785
                                         -----------------      ----------------
       Total net revenues                        149,982                 134,301

Operating expenses:
    Resort                                       102,538                  97,324
    Real estate                                   25,770                  11,905
    Marketing, general and
     administrative                               27,036                  28,748
    Depreciation and amortization                 24,126                  21,719
                                         -----------------      ----------------
       Total operating expenses                  179,470                 159,696
                                         -----------------      ----------------

Loss from operations                            (29,488)                (25,395)
    Interest expense                              17,130                  19,069
                                         -----------------      ----------------

Loss before benefit from income taxes           (46,618)                (44,464)
    Benefit from income taxes                   (15,000)                (15,555)
                                         -----------------      ----------------

Loss before extraordinary item and
    accounting change                           (31,618)                (28,909)
    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           (32,943)                (28,909)
    Accretion of discount and dividends
    accrued on mandatorily redeemable
    preferred stock                               10,135                   2,138
                                         -----------------      ----------------
Net loss available to common
    shareholders                         $      (43,078)        $       (31,047)
                                         =================      ================

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

Net loss available to common shareholders       (43,078)                (31,047)
                                         -----------------      ----------------

Accumulated deficit, end of period       $      (75,389)        $       (31,036)
                                         =================      ================
Basic and fully diluted loss per common
    share (note 3)
Loss from continuing operations          $        (1.38)        $         (1.03)
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                         $        (1.42)        $         (1.03)
                                         =================      ================
Weighted average common shares
    outstanding - basic and diluted           30,352,301              30,286,149
                                         =================      ================
                      See accompanying notes to (unaudited)
                  Condensed Consolidated Financial Statements.

                                       4
<PAGE>
                      Condensed Consolidated Balance Sheet
               (In thousands, except share and per share amounts)
                                        January 30, 2000           July 25, 1999
                                          (unaudited)
Assets
Current assets
    Cash and cash equivalents           $        14,995          $         9,003
    Restricted cash                              14,320                    6,628
    Accounts receivable                          13,124                    6,474
    Inventory                                    13,933                   10,837
    Prepaid expenses                              8,193                    5,309
    Deferred income taxes                         4,279                    4,273
                                        -----------------        ---------------
       Total current assets                      68,844                   42,524

Property and equipment, net                     515,033                  529,154
Real estate developed for sale                  281,994                  207,745
Goodwill                                         75,698                   76,672
Intangible assets                                22,457                   22,987
Deferred financing costs                         11,010                    9,279
Other assets                                     17,725                   19,141
                                        -----------------        ---------------
       Total assets                     $       992,761          $       907,502
                                        =================        ===============
Liabilities, Mandatorily Redeemable
 Preferred Stock and Shareholders'
 Equity
Current liabilities
    Current portion of long-term debt   $        22,316          $        61,555
    Accounts payable and other current
    liabilities                                  96,728                   77,951
    Deposits and deferred revenue                50,659                   20,850
                                        -----------------        ---------------
      Total current liabilities                 169,703                  160,356

Long-term debt, excluding current
 portion                                        301,675                  313,844
Subordinated notes and debentures,
 excluding current portion                      127,195                  127,062
Other long-term liabilities                      15,342                   15,687
Deferred income taxes                           (5,784)                   10,062
                                        -----------------        ---------------
      Total liabilities                         608,131                  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 $46,216 and
 $43,836, respectively)                          46,216                   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 $157,059 and $0, respectively)              144,302                       --

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
    Commonstock, 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                  269,196                  268,663
    Accumulated deficit                        (75,389)                 (32,311)
                                         -----------------        --------------
      Total shareholders' equity                194,112                  236,655
                                         =================        ==============
Total liabilities, mandatorily redeemable
 preferred stock and shareholders'
 equity                                  $      992,761           $      907,502
                                         =================        ==============
                      See accompanying notes to (unaudited)
                  Condensed Consolidated Financial Statements.

                                       5
<PAGE>
                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)

                                           27 weeks ended        26 weeks ended
                                          January 30, 2000      January 24, 1999
                                                        (unaudited)
Cash flows from operating activities
Net loss                                 $      (32,943)       $        (28,909)
Adjustments to reconcile net loss to net
 cash used in operating activities:
    Depreciation and amortization                 24,126                  21,719
    Amortization of discount on debt                 182                     164
    Deferred income taxes                       (15,852)                (15,555)
    Stock compensation charge                        262                     514
    Extraordinary loss                             1,017                      --
    Cumulative effect of change in
     accounting principle                          1,153                      --
    (Gain)/loss from sale of assets              (1,489)                      24
    Decrease (increase) in assets:
                Restricted cash                  (7,692)                 (3,648)
                Accounts receivable              (6,095)                 (2,890)
                Inventory                        (3,150)                 (6,639)
                Prepaid expenses                 (3,197)                      82
                Real estate developed
                 for sale                       (75,584)                (48,868)
                Other assets                       1,842                 (3,341)
   Increase (decrease) in liabilities:
                Accounts payable and
                 other current liabilities        18,588                  42,086
                Deposits and deferred revenue     29,809                  27,767
                Other long-term liabilities        1,482                   1,496
                Other, net                           27)                      --
                                         -----------------      ----------------
Net cash used in operating activities           (67,568)                (15,998)
                                         -----------------      ----------------

Cash flows from investing activities
    Capital expenditures                        (14,751)                (35,246)
    Proceeds from sale of assets                   9,987                   1,740
    Other, net                                     (531)                     476
                                         -----------------      ----------------
Net cash used in investing activities            (5,295)                (33,030)
                                         -----------------      ----------------
Cash flows from financing activities
    Net proceeds from issuance of
     mandatorily redeemable securities           136,547                     --
    Net repayment of Senior Credit
     Facility                                   (97,854)                 (5,837)
    Proceeds from long-term debt                     173                  19,899
    Proceeds from non-recourse real
     estate debt                                  74,030                  47,126
    Repayment of long-term debt                  (5,263)                 (3,153)
    Repayment of non-recourse real
     estate debt                                (23,496)                 (5,214)
    Deferred financing costs                     (3,724)                   (565)
    Repayment of demand note,
     Principal Shareholder                       (1,830)                      --
    Proceeds from exercise of stock options          273                      --
                                          -----------------     ----------------
Net cash provided by financing activities         78,855                  52,256
                                          -----------------     ----------------

Net increase in cash and cash equivalents          5,992                   3,228
Cash and cash equivalents, beginning of
 period                                            9,003                  15,370
                                          -----------------     ----------------
Cash and cash equivalents, end of period  $       14,995        $         18,598
                                          =================     ================
                      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  (collectively,  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 27 weeks ended January 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 14 and 13 weeks, and the 27 and 26 weeks ending January 30,
2000 and January 24, 1999, respectively,  were determined based on the following
data:
<TABLE>
<CAPTION>
                                            14 weeks ended      13 weeks ended       27 weeks ended       26 weeks ended
                                             Jan. 30, 2000       Jan. 24, 1999        Jan. 30, 2000        Jan. 24, 1999
                                          -------------------  ------------------  -------------------  -------------------
                                                                           (in thousands)
<S>                                       <C>                  <C>                   <C>                  <C>
                   Loss
Loss before preferred stock dividends     $           (9,805)  $         (9,700)     $      (31,618)      $      (28,909)
 and accretion and extraordinary items
Accretion of discount and dividends
 accrued on mandatorily redeemable
 preferred stock                                        5,319              1,079              10,135                2,138
                                          -------------------  ------------------   -------------------  -------------------
Loss before extraordinary items                      (15,124)           (10,779)            (41,753)             (31,047)
Extraordinary loss, net of taxes                           --                --                  621                   --
Cumulative effect of change in
 accounting principle, net of taxes                        --                --                  704                   --
                                          ===================  ==================   ===================   ==================
Net loss available to common
shareholders                              $          (15,124)  $        (10,779)     $      (43,078)         $   (31,047)
                                          ===================  ==================   ===================   ==================
         Basic and Diluted Shares
Total weighted average shares
 outstanding                                           30,412             30,287              30,352               30,286
                                          ===================  ==================   ===================    ==================
</TABLE>
                                       7
<PAGE>

         The Company  currently has  outstanding  186,626  shares of convertible
preferred stock (represented by two separate classes) 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 has 3,034,250  exercisable  options  outstanding to purchase  shares of its
common stock under the Company's stock option plan as of January 30, 2000. These
shares are also excluded from the dilutive share  calculation,  as the impact of
their inclusion would also be anti-dilutive.


         4. Income Taxes. The benefit  from  income  taxes on loss is based on a
projected  annual effective tax rate of 32.2%. The net deferred income tax asset
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 effective rate 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:

<TABLE>
<CAPTION>

                              14 weeks ended      13 weeks ended       26 weeks ended       27 weeks ended
                               Jan. 30, 2000       Jan. 24, 1999        Jan. 30, 2000        Jan. 24, 1999
                             ------------------  ------------------  ------------------  -------------------
                                                               (in thousands)
<S>                             <C>                 <C>                  <C>                 <C>

Revenues:
   Resorts                      $  104,480          $  103,205           $   125,286         $   123,516
   Real Estate                      22,147               6,300                24,696              10,785
                             ------------------  ------------------  ------------------  -------------------
Total                           $  126,627          $  109,505           $   149,982         $   134,301
                             ------------------  ------------------  ------------------  -------------------

Loss before benefit from income taxes
   Resorts                      $ (13,148)          $ (11,465)           $  (41,238)         $  (40,312)
   Real Estate                     (2,605)             (3,217)               (5,380)             (4,152)
                             ------------------  ------------------  ------------------  -------------------
Total                           $ (15,753)          $ (14,682)           $  (46,618)         $  (44,464)
                             ------------------  ------------------  ------------------  -------------------
</TABLE>


         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 27 weeks ended January 30, 2000 as an extraordinary loss.

                                       8
<PAGE>
        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 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 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. Based upon these  restrictions (as well as
additional  restrictions  discussed  below),  the Company does not expect to pay
cash  dividends on its common stock,  10.5% Senior  Preferred  Stock or Series B
Senior Preferred Stock in the foreseeable future.

        The maximum  availability  under the revolving facility will reduce over
the term of the Senior Credit Facility by certain prescribed  amounts.  The term
facility  amortizes  at an annual rate of  approximately  1.0% of the  principal
amount for the first four years with the remaining  portion of the principal due
in two substantially equal installments in years five and six. The Senior Credit
Facility  requires  mandatory  prepayment  of the term  facility and a mandatory
reduction in the availability under the revolving facility of an amount equal to
50% of the Restricted Subsidiaries' excess cash flows during any period in which
the ratio of the  Restricted  Subsidiaries'  total senior debt to EBITDA exceeds
3.50 to 1. In no event,  however,  will such  mandatory  prepayments  reduce the
revolving facility commitment below $74.8 million. Management does not presently
expect to generate excess cash flows, as defined in the Senior Credit  Facility,
during fiscal 2000 or fiscal 2001.

         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 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


                                       9
<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 ultimately will be reborrowed and invested in the Company's principal real
estate development subsidiary,  American Skiing Company Resort Properties, Inc.,
("Resort  Properties"),  $26.6 million of which had been reborrowed and invested
in Resort  Properties as of January 30, 2000. 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 49.6% of the Company's outstanding common stock and Class A common
stock as of January 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.

                                       10
<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 14 and 27 weeks ended January 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.

         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 described below), 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.  As a result of these
transactions,  management  believes  that  its  current  capital  resources  are
sufficient  both to fund  operations  at its resorts and to complete  those real
estate projects which are currently under construction.  As more fully discussed
below,  the  Company's   ability  to  commence  and  complete  new  real  estate
development  projects  will be  dependent  upon the  Company's  ability to raise
additional  capital  and  Resort   Properties'   ability  to  obtain  additional
non-recourse financing.

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
(as  hereinafter  defined).  Real estate  development  and real  estate  working
capital  is  funded  primarily   through   construction   financing   facilities
established for major real estate development projects and through a $58 million
term loan facility established through Resort Properties (the "Resort Properties
Term Facility").  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 January  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 $324.7 million.

         Resort  Liquidity.  The Company has  established a $165 million  senior
credit  facility  (the "Senior  Credit  Facility")  consisting of a $100 million
revolving  portion ($75.9 million of which was available for borrowings at March
2, 2000) and a $65 million term  portion.  The  revolving  portion of the Senior
Credit Facility matures on May 30, 2004, and the term portion matures on May 31,
2006.

                                       11
<PAGE>

        The maximum  availability  under the revolving facility will reduce over
the term of the Senior Credit Facility by certain prescribed  amounts.  Starting
on May 31, 2000, the term facility  amortizes at an annual rate of approximately
1.0% of the principal amount for the first four years with the remaining portion
of the principal due in two substantially  equal  installments in years five and
six. In addition,  the Senior Credit Facility requires  mandatory  prepayment of
the term  facility  and a  mandatory  reduction  in the  availability  under the
revolving facility of an amount equal to 50% of the Restricted Subsidiaries' (as
defined  below)  excess  cash flows  during any period in which the ratio of the
Restricted  Subsidiaries'  total senior debt to EBITDA  exceeds 3.50 to 1. In no
event,  however,  will such mandatory  prepayments reduce the revolving facility
commitment below $74.8 million. Management does not presently expect to generate
excess cash flows, as defined in the Senior Credit Facility,  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  collateralized  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 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.  As of
March 2, 2000,  the Company had $16.5  million  outstanding  under the revolving
credit facility and had $7.6 million in letter of credit exposure.

        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 in the foreseeable future.

                                       12
<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
current  quarter  and on a  prospective  basis,  and (iii)  established  minimum
quarterly EBITDA levels starting with the Company's third quarter of fiscal 2000
through the second  quarter of fiscal 2002.  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  is  currently
evaluating proposals to establish a separate capital lease facility to finance a
portion of the costs of the construction of the Heavenly gondola.

         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.

        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.



                                       13
<PAGE>

         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 17.0% per annum  (payable  monthly in arrears),  and matures on June 30,
2001. As of March 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 January 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   $324.7   million.   The  Resort   Properties  Term  Facility  is
non-recourse to the Company 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.  Although Resort Properties  expects the terms of
the Resort  Properties  Term Facility to remain  substantially  similar to those
discussed  above,  one or more of such  terms  could  be  altered  in  order  to
syndicate the facility,  and such  alterations  could be material and adverse to
the Company.  As of March 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").

         As of March 2, 2000, the amount  outstanding under the Textron Facility
was $99.3 million.  The Textron Facility matures on September 24, 2002 and bears
interest at the rate of prime plus 2.5% per annum.  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 and Attitash Bear Peak),  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 $228.3  million as of January  30,
2000,  which  comprise  substantial  assets of the Company).  The opening of the
Grand Summit  Hotel at The Canyons was  expected to occur  during the  Company's
second  fiscal  quarter,   however,   final   construction   advanced  past  the
quarter-end,  and the opening was delayed until February 18, 2000. Approximately
56% of the units in this hotel have been pre-sold to date. Eighty percent of the
net proceeds  from the closings of those  pre-sales  will be applied to pay down
the  Textron  Facility.   These  amounts  will  subsequently  be  available  for
reborrowing (up to the maximum  outstanding amount of $110 million) and used for
the completion of the Grand Summit Hotel at Steamboat.

                                       14
<PAGE>

         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.  This
project is fully sold out,  with the sales of all  remaining  units  expected to
close during the third fiscal  quarter.  As of March 13, 2000,  the Key Facility
has been fully repaid from the proceeds of sales closed in the  Company's  third
fiscal quarter.

         The Company's fiscal 2000 business plan anticipates the commencement of
several real estate projects in the Spring and Summer of 2000, including a Grand
Summit Hotel at Heavenly,  a  condominium  hotel at The Canyons and townhomes at
The Canyons. The timing and extent of these projects are subject to factos which
may be beyond  the  Compnay's  control,  including  local  and state  permitting
requirements,  market  demand,  the  Company's  cash flow  requirements  and the
availability of external capital.

         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 $145.5  million in
skiing related  facilities in fiscal years 1998 and 1999 combined.  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  (of which $10.5  million had been
expended as of January 30, 2000),  plus such additional  amounts as are expended
on the Heavenly  Gondola  project.  The  Company's  preliminary  estimate of its
fiscal 2001 resort capital program is approximately $13 million.

         The Company's  largest  long-term  capital needs relate to: (i) certain
resort  capital  expenditure   projects  (including  the  Heavenly  gondola  for
approximately  $25-30  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 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.

                                       15
<PAGE>

         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 January 30, 2000,  the
total assets that collateralized the Real Estate Facilities, and are included in
the  accompanying  consolidated  balance  sheet,  totaled  approximately  $324.7
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.

         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 in the near
future.






                                       16
<PAGE>


                        Changes in Results of Operations

         The Company's fiscal year 2000 consists of a fifty-three week reporting
period  compared to fifty-two weeks in fiscal 1999, with the extra week added to
the current  second  fiscal  quarter.  Because  the extra week falls  within the
height of the ski season,  during which time the Company  generates the majority
of its resort revenues and operating profits, the results of the 14 and 27 weeks
ended January 30, 2000 are not directly  comparable to the 13 and 26 weeks ended
January 24, 1999. The following  discussion and analysis  isolates the effect of
the extra week on the results of resort  operations  in the current  fiscal year
and provides a more meaningful  comparison to the prior year on a 13 and 26-week
basis. The additional week in the fiscal 2000 period is not considered to have a
material impact on the  comparability of the quarterly  results from real estate
operations  due to the  intermittent  nature of the Company's  real estate sales
activity.  Therefore,  the extra week is not addressed separately as part of the
changes in results of real estate operations.

             For the 14 weeks ended January 30, 2000 compared to the
                        13 weeks ended January 24, 1999.

Resort Operations:
         Resort revenues increased slightly in the second fiscal quarter of 2000
compared to the second  quarter of fiscal  1999,  from $103.2  million to $104.5
million.  However,  the extra week in the second  quarter of fiscal  2000 (which
included  14 weeks  compared to 13 weeks in the second  quarter of fiscal  1999)
accounted for $13.7 million in additional  resort revenues.  After adjusting for
the extra week in fiscal 2000,  resort  revenues  would have  decreased by $12.4
million over a comparable  13-week period in fiscal 1999. Paid skier days of 1.2
million for the current  quarter were  comparable to the second quarter of 1999,
however,  the extra week in the current quarter accounted for 170,000 additional
paid skier days in the fiscal 2000  period.  The  approximately  14% decrease in
paid skier days on a 13-week  comparison  resulted in  comparable  decreases  in
resort revenues from all areas (lift tickets, food and beverage,  retail, rental
and repair,  skier  development  and lodging) and was primarily due to low skier
volume  resulting  from  warm  weather  patterns  in  early  November,  a  rainy
Thanksgiving weekend in the East and a warm, and a dry December nationwide.  The
December  Holiday week was  negatively  impacted by the overall  softness in the
travel industry due to Y2K concerns,  the lack of natural snowfall in key market
areas,  and  abnormally  low  amounts of  available  ski  terrain at most of the
Company's  resorts.  The most  significant  decrease  in paid  skier  days,  and
consequently resort revenues,  occurred at the Company's Heavenly resort at Lake
Tahoe,  where  paid  skier  days were down  approximately  38% for the  December
Holiday week and  approximately  21% for the second  quarter  compared to fiscal
1999 (on a 13-week basis).  The 61,000 decrease in paid skier days and resulting
$3.6  million  reduction  in resort  revenues  experienced  at Heavenly  for the
quarter  accounted  for   approximately   35%  and  29%,   respectively  of  the
Company-wide  decreases  in those  key  attributes.  While  significant  natural
snowfall  occurred at all resorts,  and in all key market areas,  in mid to late
January,  it came too late to impact the Martin  Luther King Holiday  Weekend in
January.  This late-quarter  snowfall did produce notable market momentum during
the last week of the quarter,  which has carried  over into early third  quarter
performance.

                                       17
<PAGE>

         The Resort  segment  generated a $13.1 million loss before benefit from
income taxes for the current fiscal  quarter,  compared to an $11.5 million loss
in the  corresponding  quarter of the prior  year.  The  additional  week in the
current  quarter  contributed  approximately  $3.0  million in  pre-tax  profit,
without which the resort  segment  would have had a $16.0 million  pre-tax loss.
The  resulting  $4.5  million  increase  in the loss before tax  benefits,  on a
13-week  comparison to the second quarter of fiscal 1999,  resulted  mainly from
the  $12.4  million  reduction  in resort  revenues  referred  to above,  offset
partially  by  reductions  in resort  operating  expenses  and  burdens  of $3.0
million,  marketing,  general and  administrative  expenses of $3.1  million and
resort interest expense of approximately $2.1 million. The combined $6.1 million
reduction  in  operating  costs  and  administrative  expenses  is net of a $0.9
million  increase  from costs  incurred  at the Canyons  ($750k)  and  Steamboat
($150k)  related to start-up  activities for two new Grand Summit Hotels,  which
are  expected  to open  during the third (the  Canyons)  and fourth  (Steamboat)
quarters of fiscal 2000. Exclusive of the hotel pre-opening  charges,  operating
costs and  administrative  expenses  for the  quarter  actually  decreased  by a
combined  $7.0  million  from the second  quarter  of fiscal  1999 (on a 13-week
basis). The reduced operating expenses and burdens resulted from narrower scopes
of operations at most of the Company's  resorts in the early part of the quarter
due to later than normal season openings and lower than normal snowfall amounts,
resulting  in  limited  available  terrain  and  operations.  The  reduction  in
marketing,  general and  administrative  expenses is derived mainly from several
abnormal  charges  incurred  in the second  quarter of fiscal 1999 that were not
repeated in the current quarter and due to decreased  marketing expenses at most
of the  Company's  resorts.  The fiscal 1999 charges  included  certain  payroll
charges  for  severance  pay  and  other   benefits   restructuring   and  stock
compensation  charges  related to the vesting of management  stock options.  The
reduction in interest  expense was due to the reduced level of debt  outstanding
under the Company's  senior credit  facility in fiscal 2000  resulting  from the
paydown on that  facility  from the  proceeds  of the Series B  Preferred  Stock
issuance.

Real Estate Operations:
         Real estate revenues  increased by $15.8 million in the current quarter
compared to fiscal 1999, from $6.3 million to $22.1 million.  During the current
fiscal quarter,  the Company began delivering units in the first building of the
Sundial Lodge whole-ownership condominium hotel located at its Canyons resort in
Park City, Utah. The delivery of these units accounted for $17.8 million in real
estate revenues in the current  quarter.  The delivery of the remaining units in
the first  building  and all of the units in the second  building of the Sundial
Lodge is expected to occur in the Company's upcoming third fiscal quarter, along
with the commencement of delivery of quartershare  units in the new Grand Summit
Hotel at the Canyons.  Continuing  sales of  quartershare  units of the existing
Grand Summit Hotels at the Company's Eastern resorts contributed $3.6 million in
real estate  revenues  for the current  quarter  compared to $4.9 million in the
second  quarter of fiscal 1999, a decrease of $1.3  million.  Although  sales of
these units has decreased when compared to the prior year, 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 80% sold-out,  with the Grand Summit
at Mount Snow over 60% and Attitash Bear Peak over 50%  sold-out.  An additional
decrease  in real  estate  revenues  from the prior  year is the  result of $0.9
million in  revenues  recognized  in the second  quarter of fiscal 1999 from the
sale of  townhouses at Sunday River  resort.  There were no comparable  projects
offered for sale during the current quarter.



                                       18
<PAGE>
         The Real  Estate  segment generated  a  loss before benefit from income
taxes of $2.6 million for the second quarter of fiscal 2000,  compared to a $3.2
million loss in the second quarter of fiscal 1999. This $0.6 million decrease in
the real estate  pre-tax loss was due  primarily  to a $1.5 million  decrease in
general and administrative costs of real estate operations, which decreased from
$3.2 million in the second quarter of fiscal 1999 to $1.7 million in the current
quarter,  due primarily from two one-time charges  recognized in the fiscal 1999
period related to the Company's  unsuccessful $300 million bond offering and the
postponement  of the  development  of a  Grand  Summit  Hotel  at the  Company's
Sugarbush resort. A slightly offsetting increase in the real estate pre-tax loss
was the result of (i) a $0.4 million decreases in gross profit from the sales of
quartershare  units at the  existing  Eastern  Grand  Summit  Hotels,  from $1.4
million in the second  quarter of fiscal  1999 to $1.0  million  for the current
quarter,  primarily due to the lower sales volume referred to above,  and (ii) a
$0.4 million increase in real estate interest expense,  from $1.4 million in the
second  quarter of fiscal 1999 to $2.0  million in the current  quarter,  due to
increases in real estate debt  associated  with  completion of  construciton  of
existing projects. The Company realized $17.8 million in revenues in the current
quarter from the initial  delivery of units in the Sundial  Lodge at the Canyons
resort and approximately $0.1 million in pre-tax profit.

      Accretion  of discount and  dividends  accrued on  mandatorily  redeemable
preferred stock increased $4.2 million, from $1.1 million for the second 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 27 weeks ended January 30, 2000 compared to the
                        26 weeks ended January 24, 1999.

Resort Operations:
         Resort revenues increased $1.8 million for the six months ended January
30, 2000 compared to the six months ended January 24, 1999,  from $123.5 million
to $125.3 million.  However, after adjusting for the $13.7 million in additional
resort  revenues  realized in the extra week in the fiscal 2000  period,  resort
revenues actually  decreased by $11.9 million for the comparable 26-week period.
Slightly  offsetting  the $12.4 million  decrease (on a 13-week  basis) from the
second quarter  described  above was a $0.5 million  increase in resort revenues
during the first  fiscal  quarter of 2000  compared to the same period in fiscal
1999. First quarter resort revenues  included $1.6 million in net gains from the
sale of  non-strategic  assets.  Excluding  these net gains  from  asset  sales,
recurring resort revenues actually decreased in the first quarter of fiscal 2000
by $1.1  million  when  compared  to  fiscal  1999.  This  decrease  was  mainly
attributable  to (i)  lower  golf and  summer  revenues  due to  reduced  summer
marketing  programs,  (ii) lower retail  revenues due to  aggressive  pricing to
liquidate  inventory,  and (iii) the loss of rental income from commercial space
that the Company sold during the third and fourth quarters of fiscal 1999. These
decreases  were  slightly  offset by  increases in food and beverage and lodging
revenues mainly as a result of improved hotel operations.

         The Resort  segment  generated a $41.2 million loss before benefit from
income  taxes for the six months  ended  January 30,  2000,  compared to a $40.3
million loss in the  corresponding  period of the prior year,  or a $0.9 million
increase.  However,  after  adjusting for the for $2.9 million in resort pre-tax
profit  recognized in the extra week in the fiscal 2000 period,  the resort loss
before  income  taxes  actually  increased  by $3.8  million for the  comparable
26-week period. Slightly offsetting the $4.5 million increase in the loss before
income tax  benefits  (on a 13-week  basis)  from the second  quarter  described
above,  was a $0.7 million  decrease in the pre-tax resort loss during the first
fiscal  quarter  of 2000  compared  to the same  period  in fiscal  1999.  After
adjusting for the $1.6 million in net gains from asset sales,  the first quarter
pre-tax  resort loss  increased  by $0.9 million  compared to fiscal 1999.  This
increase  was derived from (i) the $1.1  million  decrease in  recurring  resort
revenues  described  above,  (ii) a $0.9  million  increase in resort  operating
expenses  due mainly to  increased  maintenance  costs,  food and  beverage  and
lodging costs and retail costs of goods sold, (iii) a $0.1 million  reduction in
marketing, general and administrative expenses, and (iv) a $0.5 million increase
in resort depreciation expense due to the increased depreciation associated with
recent capital  expenditures made at the Company's resorts during the off-season
leading up to the 1999-2000 ski season.  These  increases in the resort  pre-tax

                                       19
<PAGE>

loss were slightly offset by a $1.6 million reduction in interest expense in the
first  quarter  of fiscal  2000,  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 $13.9  million  for the first six
months of fiscal 2000  compared to the same  period in fiscal  1999,  from $10.8
million to $24.7 million. Slightly offsetting the $15.8 million increase in real
estate  revenues in the second quarter was a $1.9 million  decrease in the first
quarter compared to fiscal 1999, which was due to (i) a $0.7 million decrease in
revenue from  quartershare unit sales at the existing Grand Summit Hotels at the
Company's  Eastern resorts,  and (ii) $1.0 million of revenue  recognized in the
first quarter of fiscal 1999 from the sale of  townhouses at Sunday River,  with
no corresponding sales of townhouses at Sunday River in fiscal 2000.

         The Real Estate  segment  generated a loss before  benefit  from income
taxes of $5.4 million for the six months ended  January 30, 2000,  compared to a
$4.2 million  loss in the  comparable  period of fiscal 1999,  or an increase of
$1.2  million.  Offsetting  the $0.6  million  decrease  in the real estate loss
before  income taxes in the second  quarter was a $1.8  million  increase in the
first  quarter  compared to fiscal  1999,  due  primarily  to (i) a $0.6 million
decrease in gross  profit from the sales of Eastern  Grand  Summit  quartershare
units,  (ii) a $0.6 million increase in real estate interest expense as a result
of an  increase in real  estate  related  debt  outstanding,  and (iii)  certain
non-recurring  charges related to final settlement costs for construction of the
Grand Summit Hotels at Sunday River and Killington.

      Benefit from income taxes  decreased by $0.6  million,  from $15.6 million
(an  effective  rate of 35.0%) in the first six  months of fiscal  1999 to $15.0
million (an effective rate of 32.2%) in the first six months of fiscal 2000. The
decrease in the  effective  rate 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  (see above),  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 six 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 six 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  $8.0  million  from $2.1  million for the first six
months of fiscal  1999 to $10.1  million for the first six months of the current
fiscal year. This increase is primarily  attributable to the additional  accrual


                                       20
<PAGE>

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.





                                       21
<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.

                                       22
<PAGE>

         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 will be recognized against
interest expense on a straight-line  basis prospectively from the current fiscal
quarter until July 2006.

         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 4
              Submission of Matters to a Vote of Security Holders.

         (c) On December 16, 1999,  the Company held its annual  meeting for the
purpose of electing its Board of Directors  and  ratifying  the  appointment  of
Arthur Andersen L.L.P.  as independent  accountants of the Company.  Shareholder
votes on these matters were  solicited via proxy  statement  dated  November 15,
1999.  Directors were elected  separately by the holders of the Company's common
stock,  Class A common stock,  and Series B Preferred  Stock. The following were
the results of the votes on the foregoing matters:

                                       23
<PAGE>

                  (i) Election of Directors:

Nominee                    Director  Votes For  Votes   Abstentions  Broker
                           Type                 Against              Non-votes
Leslie B. Otten            Class A   14,760,530    --        --         --
Christopher E. Howard      Class A   14,760,530    --        --         --
Paul Wachter               Common    13,389,000  67,320      --         --
Gordon M. Gillies Class A            14,760,530    --        --         --
Daniel Duquette            Class A   14,760,530    --        --         --
Bradford E. Bernstein      Preferred    150,000    --        --         --
Steven B. Gruber           Preferred    150,000    --        --         --
William Janes              Preferred    150,000    --        --         --
J. Taylor Crandall         Preferred    150,000    --        --         --
Paul Whetsell              Common    13,388,130  68,190      --         --
David Hawkes               Common    13,382,350  73,970      --         --

                  (ii)  Ratification  of appointment of independent  accountants
(votes  of   preferred   stock   holders  on  this  matter  are  counted  on  as
"as-if-converted" basis):

       Votes For         Votes Against    Abstentions       Broker Non-votes
       59,956,486            39,966          11,400                --

                                     Item 5
                               Other Information.

         In the Fall of 1999,  Marriott  Ownership  Resorts,  Inc.  ("Marriott")
informed the Company that it would not be  proceeding on a timely basis with its
developments  at the Company's  properties at The Canyons and Sunday River. As a
result,  on March 6, 2000,  the Company and Resort  Properties  entered  into an
amendment  (the  "Amendment")  to their July 28, 1998  Purchase and  Development
Agreement  with  Marriott.  A copy of the Amendment is included as an Exhibit to
this  filing and  reference  is made to the actual text of the  Amendment  for a
comprehensive  description of the changes effected by the Amendment. In summary,
the Amendment eliminates the Purchase and Development  Agreement's  restrictions
upon real estate at all the Company's  resorts other than Killington,  Steamboat
and Heavenly.  The Company and Marriott are obligated to negotiate site specific
agreements for development  projects at those three remaining resorts during the
105-day period following March 10, 2000. In the event of successful negotiation,
Marriott's  exclusive  timeshare  development rights at those three resorts will
continue.  If  negotiations  are  not  successful,   then  Marriott's  exclusive
timeshare development rights will be terminated. Under the Amendment, Marriott's
right of first refusal has been permanently eliminated and Resort Properties has
refunded to Marriott $960,000 in previously advanced purchase price.

                                       24
<PAGE>

                                     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.  Also  included are the
following  material  agreements  entered  into in the  Company's  second  fiscal
quarter of 2000.

Exhibit No.       Description

1.        Omnibus First  Amendment to Purchase and  Development  Agreement dated
          March 6, 2000 among Marriott Ownership Resorts,  Inc., American Skiing
          Company and American Skiing Company Resort Properties, Inc.

2.        First Amendment to Amended, Restated and Consolidated Credit Agreement
          dated March 6, 2000,  among American  Skiing  Company,  certain of its
          subsidiaries, Fleet National Bank, as Agent, and certain lenders party
          thereto.

b) Reports on Form 8-K

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


                                   SIGNATURES

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



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


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



                                       25