SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                  SCHEDULE l3D
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)

                             AMERICAN SKIING COMPANY
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   0000296541
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                                 (CUSIP Number)
                                                     with    a  copy to:
Stephen Feinberg                                     Robert G. Minion, Esq.
450 Park Avenue                                      Lowenstein Sandler PC
28th Floor                                           65 Livingston Avenue
New York, New York  10022                            Roseland, New Jersey  07068
(212) 421-2600                                       (973) 597-2424
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                  July 30, 1998
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or  240.13d-1(g), check
the following box. [ ]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including all exhibits.  See Section 240.13d-7(b)  for
other parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).







Cusip No.        0000296541
________________________________________________________________________________
     1)  Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):

                                Stephen Feinberg
________________________________________________________________________________
     2)  Check the Appropriate Box if a Member of a Group (See Instructions):
         (a)                                Not
         (b)                             Applicable
________________________________________________________________________________
     3)  SEC Use Only
________________________________________________________________________________
     4)  Source of Funds (See Instructions):  WC
________________________________________________________________________________
     5)  Check if Disclosure  of Legal  Proceedings  is Required  Pursuant to
Items 2(d) or 2(e):
                                     Not Applicable
________________________________________________________________________________
     6)  Citizenship or Place of Organization:    United States
________________________________________________________________________________
         Number of                         7) Sole Voting Power:         *
         Shares Beneficially               8) Shared Voting Power:       *
         Owned by
         Each Reporting                    9) Sole Dispositive Power:    *
         Person With:                     10) Shared Dispositive Power:  *
________________________________________________________________________________
    11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,646,371*
________________________________________________________________________________
    12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
        (See Instructions):   

                            Not Applicable
________________________________________________________________________________
    13) Percent of Class Represented by Amount in Row (11):       15.0%*
________________________________________________________________________________
    14) Type of Reporting Person (See Instructions):       IA, IN
________________________________________________________________________________

*The  person  filing  this  statement  is Stephen  Feinberg.  Stephen  Feinberg,
indirectly  through one or more  partnerships or other entities (the "Management
Entities"),  possesses  voting and  investment  authority over all securities of
American  Skiing Company (the  "Company")  held by Madeleine LLC  ("Madeleine"),
Cerberus   Partners,   L.P.   ("Cerberus"),    Cerberus   International,    Ltd.
("International"), Ultra Cerberus Fund, Ltd. ("Ultra") and various other persons
and entities for which he possesses certain investment  authority (the "Funds").
See Item 5 for further information.





Item 5.   Interest in Securities of the Issuer.

          Based upon information set forth in the Company's  Quarterly Report on
Form 10-Q for the  quarterly  period ended April 26,  1998,  as of June 10, 1998
there  were  issued and  outstanding  15,505,044  shares of Common  Stock of the
Company.  As of July 30,  1998,  Cerberus  was the holder of  108,300  shares of
Common Stock of the Company,  International  was the holder of 257,100 shares of
Common  Stock of the  Company,  Ultra was the holder of 18,700  shares of Common
Stock of the Company and the Funds in the  aggregate  were the holder of 120,400
shares  of  Common  Stock of the  Company.  In  addition,  as of July 30,  1998,
Madeleine  was the  holder of 36,626  shares of 10 1/2%  Preferred  Stock of the
Company,  which are convertible in the aggregate into 2,141,871 shares of Common
Stock of the  Company.  Stephen  Feinberg,  indirectly  through  the  Management
Entities,  possesses voting and investment  authority over all securities of the
Company held by Madeleine, Cerberus, International, Ultra and the Funds.

          Thus, for the purposes of Reg. Section 240.13d-3,  Stephen Feinberg is
deemed to beneficially own 2,646,371  shares of Common Stock of the Company,  or
15.0% of those deemed issued and outstanding pursuant to Reg. Section 240.13d-3.

          During the past sixty days, the only  transactions in shares of Common
Stock of the Company,  or securities  convertible into shares of Common Stock of
the Company,  by Stephen  Feinberg or any person or entity  controlled by him or
any person or entity for which he possesses  voting or  investment  control over
the  securities  thereof,  were the July 30,  1998 (i)  purchase  by Cerberus of
108,300  shares  at  a  purchase  price  of  $9.75  per  share,   (ii)  sale  by
International  of  10,000  shares  at a sale  price of $9.79  per  share,  (iii)
purchases  by  International  of 59,600  shares and  207,500  shares at purchase
prices of $9.87 per share and $9.75 per share,  respectively,  (iv)  purchase by
Ultra of 18,700  shares at a purchase  price of $9.75 per share and (v) purchase
by the Funds in the aggregate of 120,400 shares at a purchase price of $9.75 per
share, each of which were effected in an ordinary brokerage transaction.






                                    Signature

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

                                            August 8, 1998


                                            /s/ Stephen Feinberg
                                            Stephen Feinberg, in his capacity as
                                            the  managing   member  of  Cerberus
                                            Associates,   L.L.C.,   the  general
                                            partner of Cerberus Partners,  L.P.,
                                            and as the  investment  manager  for
                                            each  of  Madeleine  LLC,   Cerberus
                                            International,  Ltd., Ultra Cerberus
                                            Fund, Ltd. and the Funds


Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).