STOCK CERTIFICATE




AMERICAN SKIING COMPANY
                                    [LOGO]

COMMON STOCK                                                    COMMON STOCK
NUMBER                                                           SHARES


                             AMERICAN SKIING COMPANY

                           INCORPORATED UNDER THE LAWS
                              OF THE STATE OF MAINE

                                                           CUSIP 029654  30  8
                                                            SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS


THIS IS TO CERTIFY THAT




is the owner of

                   STATE OF INCORPORATION CHANGED TO DELAWARE

   FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK $.01 PAR VALUE OF
AMERICAN  SKIING  COMPANY  transferable  on the books of the  Corporation by the
holder hereof in person or by duly  authorized  attorney upon  surrender of this
certificate  properly  endorsed.  This  certificate  and the shares  represented
hereby  are issued and shall be held  subject  to all of the  provisions  of the
Articles of Incorporation  of the Corporation and all amendments  thereof to all
of which the holder by the acceptance  hereof assents.  This  certificate is not
valid unless countersigned and registered by the Transfer Agent and Registrar.

      WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

      Dated

      /s/ Christopher E. Howard              /s/ Leslie B. Otten
      -------------------------              -----------------------------
      CHIEF ADMINISTRATIVE OFFICER           CHIEF EXECUTIVE OFFICER
      AND CLERK                              AND PRESIDENT

            [SEAL OF AMERICAN SKIING COMPANY 1997 APPEARS HERE]

COUNTERSIGNED AND REGISTERED:

         BankBoston, N.A.
      (Boston, MA)
                                    Transfer Agent
                                    And Registrar

By: ___________________________

THE CORPORATION  WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
THE POWERS, DESIGNATIONS,  PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER  SPECIAL  RIGHTS  OF EACH  CLASS OF  STOCK OR  SERIES  THEREOF  WHICH  THE
CORPORATION  IS  AUTHORIZED  TO ISSUE  AND THE  QUALIFICATIONS,  LIMITATIONS  OR
RESTRICTIONS  OF SUCH  PREFERENCES  AND/OR RIGHTS OF EACH SUCH CLASS OF STOCK OR
SERIES  THEREOF.  ANY  SUCH  REQUEST  SHOULD  BE  MADE TO THE  SECRETARY  OF THE
CORPORATION  AT ITS  PRINCIPAL  PLACE OF BUSINESS OR TO THE  TRANSFER  AGENT AND
REGISTRAR.

      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:



TEN COM -- as tenants in common             UNIF GIFT MIN ACT --     Custodian
TEN ENT -- as tenants by the entireties                          --------------
JT TEN  -- as joint tenants with right of                (Cust)     (Minor)
              survivorship and not as tenants     under Uniform Gifts to Minors
              in common

                                                  Act__________________________
                                                                       (State)


  Additional abbreviations may also be used though not in the above list.

      For Value Received, _______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

--------------------------------------

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  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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------------------------------------------------------------------------  Shares
of the capital stock represented by within Certificate, and do hereby
irrevocably constitute and appoint

----------------------------------------------------------------------- Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated
     -----------------------------

                                          --------------------------------------
                                 NOTICE:  THE SIGNATURE TO THIS  ASSIGNMENT MUST
                                          CORRESPOND  WITH THE NAMES AS  WRITTEN
                                          UPON  THE FACE OF THE  CERTIFICATE  IN
                                          EVERY PARTICULAR,  WITHOUT  ALTERATION
                                          OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:



-----------------------------------------
THE  SIGNATURE(S)  SHOULD BE  GUARANTEED  BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE  MEDALLION  PROGRAM),  PURSUANT TO
S.E.C. RULE 17Ad-15.




KEEP THIS  CERTIFICATE  IN A SAFE PLACE.  IF IT IS LOST,  STOLEN,  MUTILATED  OR
DESTROYED,  THE  CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.