February 18, 2005

Mr. David R. Humphrey
Accounting Branch Chief

Re:      American Skiing Company
         Annual Report on Form 10-K (fiscal year ended July 25, 2004) Quarterly
         Report on Form 10-Q (quarter ended October 24, 2004) File No. 1-13507

We have reviewed your correspondence on January 31, 2005 regarding the
above-referenced filings and our responses are set forth below.

FORM 10-K (Fiscal Year Ended July 25, 2004)

Selected Quarterly Operating Results, page 37

1.   We note your  disclosure  of the  adoption  of EITF 03-06 and that you have
     retroactively  adjusted  reported  basic and  diluted net income per common
     share  for  the  third   quarters   of  fiscal   2003  and   fiscal   2004.
     Supplementally,  explain to us in detail how you  implemented  and  applied
     this EITF in the  calculation  of basic and net income per common share for
     each applicable  fiscal quarter.  Also,  explain why no disclosure had been
     provided in the audited notes to your financial statements,  such as within
     the  discussion of "Earnings Per Share".  Was this change  disclosed in any
     previously filed document? If it was not, please supplementally explain why
     related disclosures were considered necessary.

     Response

     In accordance  with the  guidelines of SFAS No. 128 and EITF 03-06,  it was
     determined that our Series C-1 Preferred Stock was a participating security
     because it may  participate  in  dividends  with common  stock.  EITF 03-06
     requires  that in such cases total  earnings  should be  allocated  to each
     security  based on the ratio of the  number of shares  if-converted  to the
     total number of shares. Thus, for periods where net income was available to
     common shareholders,  we allocated amounts to the participating  securities
     based on that ratio.

     In cases of periods that incurred a net loss, this calculation has not been
     included  as the Series  C-1  Preferred  Stock does not have a  contractual
     obligation  to share in the losses of the  Company  and the impact of their
     inclusion would be anti-dilutive. As none of the annual calculations in the
     audited  financial  statements were effected by the adoption of EITF 03-06,
     we did  not  provide  any  disclosure  in  the  notes  to the  consolidated
     financial statements.

     EITF 03-06 was effective  for fiscal  periods  beginning  after the date of
     Board ratification,  which was March 31, 2004. Therefore, EITF 03-06 became
     effective for us at the  beginning of our fourth fiscal  quarter that began
     on April 26,  2004.  We  disclosed  our adoption of EITF 03-06 in our first
     public filing that included the fourth fiscal quarter.  Disclosures in Item
     8, Financial  Statements and Supplementary Data in our Form 10-K related to
     the  adoption  of  EITF  03-06  were   considered   necessary   because  we
     retroactively  applied  EITF 03-06 which  changed  certain  disclosures  of
     quarterly information that had previously been filed.


Financial Statements

Note 2. Summary of Significant Accounting Principles, page F-8
Cash and Cash Equivalents and Restricted Cash

2.   In future filings,  clarify that you consider cash  equivalents to be those
     with original  maturities of three months or less, rather than those with a
     remaining  maturity of three months or less.  See paragraph 8 of SFAS No.95
     "Statement  of Cash  Flows".  Also,  with  respect  to  `restricted  cash',
     reclassify  within the  statement of cash flows to investing  activities in
     future  filings,  that portion of restricted  cash pertaining to collateral
     accounts for lenders. See paragraph 17 of SFAS No.95.

     Response

     We will clarify in our future filings that we consider cash  equivalents to
     be those with  original  maturities  of three months or less.  We will also
     reclassify in our statement of cash flows in future  filings the portion of
     restricted cash pertaining to collateral  accounts for lenders to investing
     activities.

Income Taxes

3.   In future  filings,  consideration  should be given to  providing a tabular
     reconciliation  of any  deferred  income tax assets  and  liabilities,  and
     valuation allowance to the line items of the financial statements.

     Response

     We will present a table in our future filings that reconciles  deferred tax
     assets and  liabilities,  and valuation  allowance to the line items of the
     financial statements.

Recently Issued Accounting Standards

4.   You state  that,  as a result of  adopting  SFAS  150,  approximately  $299
     million was reclassified to liabilities in the  consolidated  balance sheet
     in the first quarter of fiscal 2004. It appears,  from page F-23,  that the
     Series C-1 preferred stock is mandatorily redeemable in July 2007. Prior to
     that date,  it is  convertible  into  common  stock at a price of $1.25 per
     share. Given these contractual  terms,  please  supplementally  explain how
     your  reclassification  was consistent with the guidance in paragraph A9 in
     Appendix A of SFAS 150.

                                       2


     Response

     Paragraph A9 of SFAS 150 refers to an example of a conditionally redeemable
     instrument because the preferred stock has a convertible feature to a fixed
     number of common  shares at the option of the  holder  and states  that the
     securities  are not  mandatorily  redeemable  until  the  option  no longer
     exists.  However,  paragraph A9 also refers to footnote 15 that states, "If
     the  conversion  option  were  nonsubstantive,  for  example,  because  the
     conversion  price is extremely high in relation to the current share price,
     it would be disregarded  as provided in paragraph 8 of this  statement." We
     adopted  SFAS 150 on July 28, 2003.  On that day, the closing  price of our
     common stock was $0.11 and the Series C-1  preferred  conversion  price was
     $1.25.  We believe that this was sufficient  disincentive  to the holder of
     the preferred  stock to convert those shares to common stock and therefore,
     the Series C-1 preferred stock was properly classified as a liability.

Note 15. Business Segment Information, pages F-29 - F-31

5.   You state that the resorts  satisfy the  aggregation  criteria set forth in
     SFAS  131  because  their  operations  are  similar.   You  evaluate  their
     performance  on the same  basis of  profit or loss  from  operations,  they
     produce  similar  margins and they attract the same class of  customer.  In
     order to be eligible for aggregation, significant operating segments should
     sell similar goods and services, created with similar production processes,
     to  similar  customers  using  similar   distribution  systems  in  similar
     regulatory  environments.  These  segments must also have similar  economic
     characteristics  and aggregation must be consistent with the objectives and
     principles of the standard.  We believe that the  aggregation  criteria set
     forth  in  paragraph  17  of  SFAS  131  present  a  high  hurdle.   Please
     supplementally  tell us more about why you believe your  material  segments
     should be combined.  Provide a detailed explanation of why you believe each
     one of your material  operating  segments fulfills each of the requirements
     referenced above. In this regard,  based upon our review of MD&A and of the
     narrative sections of your filing, it appears that it may be it may be more
     appropriate  to  separately  present  resorts  on a  regional  basis,  at a
     minimum.  We also note that certain resorts appear to have golf courses and
     conference  facilities  while others do not. There appear to be differences
     in snow  conditions  and skier  visits  appear to vary  between  regions or
     resorts.  Your  activities  at the  Canyons in Utah appear to be subject to
     "performance   benchmarks"  under  an  agreement  with  local  authorities.
     Accordingly,  your response should provide detailed  numerical  support for
     your  determination  that  each of your  material  operating  segments  has
     "similar economic characteristics". We may have further comment upon review
     of your response.

                                       3


     Response

     In a  letter  dated  November  30,  2001,  the  SEC had a  similar  comment
     concerning business segment information. We responded with the following:

     "We believe that our eight ski resorts (we sold Sugarbush resort subsequent
     to the end of our fiscal year 2001) have similar  economic  characteristics
     and meet the aggregation  criteria as set forth in Paragraph 17 of SFAS No.
     131.  Revenues  at all our  resorts  are  derived  from the  same  lines of
     business:  lift  tickets,  food and  beverage,  retail  sales,  lodging and
     property,  skier  development  and golf,  summer and other  activities.  We
     evaluate the  performance of all of our resorts on the same basis of profit
     and loss from operations  before interest,  income taxes,  depreciation and
     amortization  (EBITDA)  and all of our  resorts  have  experienced  similar
     historical  EBITDA  margins with the  exception of The Canyons,  which is a
     start-up operation that we expect to experience EBITDA margins in line with
     the rest of our resorts within the next couple of years. All of our resorts
     also attract the same class of customer for our products and services".

     The SEC followed up with a letter dated  January 28, 2002 which asked us to
     revise the notes to our financial  statements for future filings to explain
     that we have  aggregated the results of our eight resort  properties into a
     single segment and explain the basis for  aggregating  their results into a
     single reportable segment.

     Based on that letter,  we have the  following  disclosure in footnote 15 to
     the notes to the consolidated  financial statements in our 2004 fiscal year
     10-K:

     "The Company has  classified  its  operations  into two business  segments,
     resorts and real  estate.  Revenues at each of the resorts are derived from
     the same lines of  business  which  include  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 performance of the resorts is evaluated
     on the same basis of profit or loss from operations.  Additionally, each of
     the resorts has historically produced similar margins and attracts the same
     class of customer.  Based on the  similarities of the operations at each of
     the  resorts,  the  Company  has  concluded  that the  resorts  satisfy the
     aggregation criteria set forth in SFAS No. 131, "Disclosures About Segments
     of an  Enterprise  and  Related  Information."  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".

     The  following  table  presents   revenues  and  gross  margin   percentage
     information  by our seven  resorts  (our  Heavenly  resort  was sold in May
     2002). Gross margin percentage is calculated by net operating income before
     income   taxes,   interest,   depreciation,   amortization,   and   merger,
     restructuring,  and asset impairment  charges divided by revenues.  Revenue
     amounts are presented in millions.

                                       4




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

                          FY 2004              FY 2003              FY 2002
- --------------------------------------------------------------------------------
                                                     
                                 Gross               Gross              Gross
                     Revenues   Margin %  Revenues  Margin % Revenues  Margin %
- --------------------------------------------------------------------------------
Attitash               12.0      8.7%       11.8     9.4%      11.6     11.7%
- --------------------------------------------------------------------------------
Killington             55.8     15.4%       62.7    21.8%      59.6     18.7%
- --------------------------------------------------------------------------------
Mount Snow             32.0     15.0%       35.1    22.3%      31.2     15.6%
- --------------------------------------------------------------------------------
Sunday River           30.0     17.7%       30.6    16.8%      31.3     19.6%
- --------------------------------------------------------------------------------
Sugarloaf              20.0     13.0%       21.1    18.1%      19.9     14.9%
- --------------------------------------------------------------------------------
The Canyons            31.0     10.0%       28.1    -1.9%      25.1    -10.8%
- --------------------------------------------------------------------------------
Steamboat              63.5     31.5%       57.7    20.6%      58.0     22.6%
- --------------------------------------------------------------------------------
Corporate and Other     6.4                  4.5                7.1
- --------------------------------------------------------------------------------
Total                 250.7                251.6              243.8
- --------------------------------------------------------------------------------


     In the short-term, factors such as weather do affect each of our resorts to
     different  degrees and can impact gross  margin  percentages.  However,  we
     believe  that  all of  our  resorts  exhibit  similar  long-term  financial
     performance  prospects.  As discussed in our previous response, The Canyons
     is a start-up  operation  and we  expected  its margins to start to come in
     line with the rest of our resorts, which it is starting to do.

     Management  continues  to analyze and review all of the resorts on the same
     basis.  All seven  resorts  derive  their  revenues  from the same lines of
     business:  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. While not
     all resorts have golf courses,  all resorts have summer  activities and all
     resorts have conference  facilities.  Golf course  revenues  represent less
     than  2% of the  total  segment  revenues.  As  revenues  from  all  summer
     activities  represent  less than 3% of total segment  revenues,  management
     analyzes all summer activities  together and does not specifically  analyze
     the components  therein.  All of our resorts also attract the same class of
     customer for our products and services.  All resorts have similar processes
     and computer systems.

     We believe that based on these  factors,  it continues to be appropriate to
     aggregate all of the resorts into one reportable segment.


                                       5


FORM 10-Q (Quarter Ended October 24, 2004), As Amended

Note 2. Significant Accounting Policies, page 8

Accounting for Variable Interest Entities

6.   In future filings,  disclose the acquisition price for your 49% interest in
     SS Associates,  LLC, including,  if material, an allocation of the purchase
     price.

     Response

     We will  present in our future  filings the  acquisition  price for our 49%
     interest in SS Associates,  LLC, including,  if material,  an allocation of
     the purchase price.

Other

The Company acknowledges the following:

     |X|  The  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filing;

     |X|  Staff  comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and

     |X|  The  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.


We  appreciate  the  Commission's  comments with respect to these  matters.  The
following  officers of the Company are  available to discuss any  questions  the
Commission may have regarding these  responses or any future  filings:  (a) with
respect to legal  matters,  Foster  Stewart,  Senior Vice  President and General
Counsel,  (207)  773-7934,  and (b) with respect to accounting  matters Helen E.
Wallace, Senior Vice President and Chief Financial Officer, (435) 615-0360.

                                            Sincerely,




/s/ Foster A. Stewart, Jr                    /s/ Helen E. Wallace
- ----------------------                       -------------------------
Foster Stewart                               Helen E. Wallace
Senior Vice President and                    Senior Vice President and
General Counsel                              Chief Financial Officer


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