Exhibit 10.36
                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                            Dated as of July 20, 1998


                                      Among

                                 ASC EAST, INC.
                         SUNDAY RIVER SKIWAY CORPORATION
                               SUNDAY RIVER, LTD.
                               PERFECT TURN, INC.
                        SUNDAY RIVER TRANSPORTATION, INC.
                              L.B.O. HOLDING, INC.
                         SUGARBUSH RESORT HOLDINGS, INC.
                            SUGARBUSH LEASING COMPANY
                           SUGARBUSH RESTAURANTS, INC.
                       MOUNTAIN WASTEWATER TREATMENT, INC.
                                   S-K-I, LTD.
                                KILLINGTON, LTD.
                                MOUNT SNOW, LTD.
                        PICO SKI AREA MANAGEMENT COMPANY
                         RESORTS SOFTWARE SERVICES, INC.
                          KILLINGTON RESTAURANTS, INC.
                           RESORTS TECHNOLOGIES, INC.
                             DOVER RESTAURANTS, INC.
                         SUGARLOAF MOUNTAIN CORPORATION
                                  MOUNTAINSIDE
                                    SUGARTECH
                                  as Borrowers,

                            AMERICAN SKIING COMPANY,
                                  as Guarantor,

                            THE LENDERS PARTY HERETO,

                                BANKBOSTON, N.A.,
                            as Agent for the Lenders

                                       and

                            DLJ CAPITAL FUNDING, INC.
                     as Documentation Agent for the Lenders



<PAGE>


            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         This FIRST  AMENDMENT  TO AMENDED  AND  RESTATED  CREDIT  AGREEMENT  is
entered  into  as of  July  20,  1998  by and  among  ASC  East,  Inc.,  a Maine
corporation ("ASC East"), SUNDAY RIVER SKIWAY CORPORATION,  a Maine corporation,
SUNDAY  RIVER,  LTD.,  a  Maine   corporation,   PERFECT  TURN,  INC.,  a  Maine
corporation,  SUNDAY RIVER  TRANSPORTATION,  INC., a Maine  corporation,  L.B.O.
HOLDING, INC., a Maine corporation,  SUGARBUSH RESORT HOLDINGS,  INC., a Vermont
corporation  ,  SUGARBUSH  LEASING  COMPANY,  a Vermont  corporation,  SUGARBUSH
RESTAURANTS, INC., a Vermont corporation, MOUNTAIN WASTEWATER TREATMENT, INC., a
Vermont corporation, S-K-I, LTD., a Delaware corporation ("S-K-I"),  KILLINGTON,
LTD.,  a  Vermont  corporation  ("Killington"),  MOUNT  SNOW,  LTD.,  a  Vermont
corporation,  PICO SKI AREA MANAGEMENT COMPANY, a Vermont  corporation,  RESORTS
SOFTWARE SERVICES, INC., a Vermont corporation,  KILLINGTON RESTAURANTS, INC., a
Vermont corporation,  RESORTS TECHNOLOGIES,  INC., a Vermont corporation,  DOVER
RESTAURANTS,  INC., a Vermont  corporation,  SUGARLOAF MOUNTAIN  CORPORATION,  a
Maine  corporation,  MOUNTAINSIDE,  a Maine  corporation and SUGARTECH,  a Maine
corporation  (each a "Borrowers" and collectively,  the  "Borrowers"),  AMERICAN
SKIING COMPANY,  a Maine corporation  ("American Ski"), the lenders from time to
time  party  hereto  (the  "Lenders"),  BANKBOSTON,  N.A.,  a  national  banking
association,  as Agent for the  lenders  from  time to time  party  hereto  (the
"Agent") and DLJ CAPITAL FUNDING,  INC., as Documentation  Agent for the lenders
from time to time party  hereto  (the  "Documentation  Agent")  under the Credit
Agreement referred to below.


                                    Recitals

         The Borrowers,  American Ski, the Lenders,  the Documentation Agent and
the Agent are parties to a Credit  Agreement  dated as of November  12, 1997 (as
amended, the "Credit Agreement"). The Borrowers and American Ski desire to amend
the Credit Agreement in various respects,  including  amending the definition of
Maximum Revolving Credit Amount to decrease the amount available by $10,000,000.
The Agent,  the  Documentation  Agent and the  Lenders  are willing to amend the
Credit  Agreement on the terms and conditions set forth herein.  All capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Credit Agreement.

         NOW,  THEREFORE,  subject  to the  satisfaction  of the  conditions  to
effectiveness specified in Section 4, American Ski, the Borrowers,  the Lenders,
the Documentation Agent and the Agent hereby agree as follows:

          Section 1. Definitions.  Section 1.1 of the Credit Agreement is hereby
amended by deleting the  definition  of Maximum  Revolving  Credit Amount in its
entirety and substituting therefor the following:



<PAGE>



                                                         5

                  "Maximum Revolving Credit Amount" shall mean as of any date of
         determination,  the lesser of (a) the applicable amount set forth below
         (as each such amount may be reduced  from time to time  pursuant to the
         mandatory reduction requirements of Section 4.1(c)):


Closing Date through May 30, 1999               $35,000,000
May 31, 1999 through May 30, 2000                34,850,000
May 31, 2000 through May 30, 2001                34,350,000
May 31, 2001 through May 30, 2002                32,600,000
May 31, 2002 through May 30, 2003                30,450,000
May 31, 2003 through May 30, 2004                28,250,000


         or (b) the amount to which the Maximum Revolving Credit Amount may have
         been reduced pursuant to Section 2.12;  provided that if the obligation
         of the Lenders to make further Loans is terminated  upon the occurrence
         of an Event of Default,  the Maximum  Revolving Credit Amount as of any
         date of determination thereafter shall be deemed to be $0.

          Section 2. Events of Default.  Section 10.1 of the Credit Agreement is
hereby  amended by  deleting  paragraph  (e)  clause  (ii) in its  entirety  and
substituting therefor the following:

         (ii) shall fail to observe or perform  its  covenants,  agreements  and
         obligations  under any other material lease or other agreement by which
         it is bound, including the $25,000,000 leasing facility with BankBoston
         Leasing, Inc., dated as of July 20, 1998.

         Section 3.  Interest  Rate  Protection  Agreements.  In addition to the
permitted Indebtedness under Section 9.1(k), the Agent, the Documentation Agent,
the Lenders, American Ski and the Borrowers hereby acknowledge that ASC East has
entered into Interest Rate Protection  Agreements with BankBoston,  N.A., on the
$120,000,000  Senior  Subordinated  Notes,  effective  as of ASC  East's  second
quarter  end in 1998,  and the  Agent and the  Lenders  hereby  consent  to such
transaction.

         Section  4.  Effectiveness;  Conditions  to  Effectiveness.  This First
Amendment to Amended and Restated Credit  Agreement shall become effective as of
July  20,  1998  upon  execution  hereof  by the  Borrowers,  the  Lenders,  the
Documentation Agent and the Agent and satisfaction of the following conditions:

                  (a)  Officers'  Certificate.  The  Borrowers  and American Ski
         shall have delivered to the Agent an Officers'  Certificate in the form
         of Exhibit A hereto.

                  (b)  Execution  of the First  Amendment  to Credit  Agreement.
         Execution of the First Amendment to Credit Agreement among the American
         Ski - West  Borrowers,  the  Agent,  the  Documentation  Agent  and the
         Lenders party thereto simultaneously herewith and the compliance by the
         American  Ski - West  Borrowers  with all  agreements  contained in the
         First  Amendment to Credit  Agreement,  including  satisfaction  of all
         conditions precedent to effectiveness thereunder.

         Section 5. Representations and Warranties; No Default. American Ski and
the  Borrowers,  jointly  and  severally,  hereby  confirm  to the Agent and the
Lenders,  the  representations  and warranties of American Ski and the Borrowers
set forth in Article 5 of the Credit  Agreement  (as  amended  hereby) as of the
date  hereof,  as if set forth herein in full.  American  Ski and the  Borrowers
hereby  certify  that,  after  giving  effect to this First  Amendment to Credit
Agreement, no Default exists under the Credit Agreement (unless stated to relate
solely to an earlier  date,  in which case they were true and correct as of such
earlier date).

         Section 6. Miscellaneous.  The Borrowers agree to pay on demand all the
Agent's  reasonable  expenses in preparing,  executing and delivering this First
Amendment to Amended and Restated Credit Agreement,  and all related instruments
and  documents,   including,   without  limitation,   the  reasonable  fees  and
out-of-pocket expenses of the Agent's special counsel,  Goodwin,  Procter & Hoar
LLP. All references to the Credit Agreement in the Credit  Agreement,  the other
Lender  Agreements or any other  document shall be deemed to refer to the Credit
Agreement as amended hereby. This First Amendment to Credit Agreement shall be a
Lender  Agreement and shall be governed by and construed and enforced  under the
laws of The Commonwealth of Massachusetts.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


         IN WITNESS  WHEREOF,  American  Ski, the  Borrowers,  the Lenders,  the
Documentation  Agent,  and the Agent have caused this First Amendment to Amended
and Restated Credit  Agreement to be executed by their duly authorized  officers
as of the date first set forth above.


                         ASC EAST, INC.
                         SUNDAY RIVER SKIWAY CORPORATION
                         SUNDAY RIVER, LTD.
                         PERFECT TURN, INC.
                         SUNDAY RIVER TRANSPORTATION, INC.
                         L.B.O. HOLDING, INC.
                         SUGARBUSH RESORT HOLDINGS, INC.
                         SUGARBUSH LEASING COMPANY
                         SUGARBUSH RESTAURANTS, INC.
                         MOUNTAIN WASTEWATER TREATMENT, INC.
                         S-K-I, LTD.
                         KILLINGTON, LTD.
                         MOUNT SNOW, LTD.
                         PICO SKI AREA MANAGEMENT COMPANY
                         RESORTS SOFTWARE SERVICES, INC.
                         KILLINGTON RESTAURANTS, INC.
                         RESORTS TECHNOLOGIES, INC.
                         DOVER RESTAURANTS, INC.
                         SUGARLOAF MOUNTAIN CORPORATION
                         MOUNTAINSIDE
                         SUGARTECH


                         By:/s/ Thomas M. Richardson
                             ----------------------------
                            Name: Thomas M. Richardson
                            Title:CFO and Senior Vice President


                         AMERICAN SKIING COMPANY, as Guarantor
                         By:/s/ Thomas M. Richardson
                             ---------------------------
                            Name: Thomas M. Richardson
                            Title:CFO and Senior Vice President



<PAGE>



                         BANKBOSTON, N.A., as Agent

                         By: /s/ Carlton F. Williams
                            ----------------------------
                         Name:  Carlton F. Williams
                         Title:  Director


                         DLJ CAPITAL FUNDING, INC., as Documentation Agent


                         By: /s/ illegible
                            -----------------------------
                         Name:
                         Title:

                         BANKBOSTON, N.A.

                         By: /s/ Carlton F. Williams
                            ----------------------------
                         Name:  Carlton F. Williams
                         Title:  Director

                         DLJ CAPITAL FUNDING, INC.


                         By: /s/ illegible
                            -----------------------------
                         Name:
                         Title:



                     NORWEST BANK COLORADO, NATIONAL ASSOCIATION


                     By: /s/ illegible
                         --------------------------------
                     Name:
                     Title:


<PAGE>



                      WELLS FARGO BANK, NATIONAL ASSOCIATION


                      By:  /s/ Daniel G. Admans
                         ---------------------------------
                      Name: Daniel G. Adams
                      Title: Vice President



                      U.S. BANK NATIONAL ASSOCIATION d/b/a COLORADO NATIONAL
                      BANK


                      By:  /s/ William J. Sullivan
                         ----------------------------------
                      Name: William J. Sullivan
                      Title: Vice President


                      FIRST SECURITY BANK, N.A.


                      By:   Dick Van Klaveren
                          --------------------------------
                      Name:Dick Van Klaveren
                      Title: Vice President



                      FLOATING RATE PORTFOLIO

                      By:  INVESCO SENIOR SECURED MANAGEMENT, INC., 
                           As Attorney in Fact


                      By: /s/ Anne McCarthy
                           --------------------------------
                      Name:  Anne McCarthy
                      Title: Authorized Signatory




<PAGE>



                      MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

                      By:  Merrill Lynch Asset Management, L.P., as
                      Investment Advisor


                      By:/s/ John M. Johnson
                         --------------------------
                      Name: John M. Johnson
                      Title: Authorized Signatory



                      MERRILL LYNCH PRIME RATE PORTFOLIO

                      By:  Merrill Lynch Asset Management, L.P.,  as
                      Investment Advisor

                      By:/s/ John M. Johnson
                         --------------------------
                      Name: John M. Johnson
                      Title: Authorized Signatory


                      VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST


                      By: Jeffrey M. Maillet
                         --------------------------
                      Name: Jeffrey M. Maillet
                      Title: Senior Vice President & Director



<PAGE>



                      EATON VANCE SENIOR DEBT PORTFOLIO

                      By:  Boston Management and Research, as
                      Investment Advisor

                      By: Payson F. Swaffield
                         -------------------------
                      Name: Payson F. Swaffield
                      Title: Vice President




                    CAPTIVA II FINANCE, LTD.


                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   HOWARD BANK

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   STANFIELD CAPITAL PARTNERS

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   KZH-PAMCO CORPORATION

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:

                   PAM CAPITAL FUNDING, L.P.
                   By: Highland Capital Management L.P., as
                   Collateral Manager

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   CYPRESSTREE INVESTMENT PARTNERS I, LTD.

                    By: Cypress Tree  Investment  Management  Company,  Inc., as
                    Portfolio Manager

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                    KZH Holding Corporation III


                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title: