8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 19, 2006
                              (December 18, 2006)


                             AMERICAN SKIING COMPANY
             (Exact name of registrant as specified in its charter)


          Delaware                        1-13057                 04-3373730
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)


               136 HEBER AVENUE, SUITE 303, PARK CITY, UTAH 84060
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (435) 615-0340


                                       N/A
         (Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On December 18, 2006, American Skiing Company (the "Company") and its
subsidiary Steamboat Ski & Resort Corporation ("Steamboat Corporation") entered
into a purchase agreement (the "Purchase Agreement") with Wintergames Holdings
SARL and Steamboat Acquisition Corp. (together, "Wintergames") pursuant to which
the Company has agreed to sell, and Wintergames has agreed to purchase, all of
the Company's stock in Steamboat Corporation, the owner and operator of the
Steamboat ski resort ("Steamboat"). The purchase price to be paid for Steamboat
Corporation by Wintergames is $265 million (including the assumption of
approximately $4 million in debt), payable in cash. The purchase price is
subject to certain customary adjustments, including certain working capital and
earnings adjustments, set forth in the Purchase Agreement.

         The closing on the sale of the Steamboat resort is subject to the
satisfaction of customary contingencies, including the expiration or termination
of all applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as well as the approval of the sale by the United
States Department of Agriculture - Forest Service, which owns the land on which
a significant portion of Steamboat's operations are based.

         The Purchase Agreement contains customary covenants and agreements of
the parties, including with respect to the operation of Steamboat's business in
the ordinary course between signing and closing, public disclosure, employee
matters, non-solicitation of employees and similar matters. The Purchase
Agreement also contains covenants with respect to existing reciprocal rights and
other transitional matters. In addition, in connection with the sale, the
Company will sell certain Steamboat-related assets of its subsidiary Grand
Summit Resort Properties, Inc. to Steamboat Corporation.

         The Purchase Agreement may be terminated by mutual agreement of the
parties or by either party upon a breach that remains uncured for 30 days notice
or if the transaction is not consummated by March 31, 2007. The Company may
extend the March 31, 2007 closing deadline by up to 60 days if the failure of
the closing to occur results from continued review of the transaction under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.

         The Company expects the transaction to close on or before March 31,
2007. The Company expects to use the net proceeds from the sale to reduce senior
debt.

         Certain statements contained in this Report constitute forward-looking
statements under U.S. federal securities laws. These forward-looking statements
reflect our current expectations concerning future results and events.
Similarly, statements that describe our objectives, plans or goals are or may be
forward-looking statements. Such forward-looking statements involve a number of
risks and uncertainties. In addition to factors discussed above, other factors
that could cause actual results, performances or achievements to differ
materially from those projected include factors listed from time to time in our
documents we have filed with the Securities and Exchange Commission. We caution
the reader that this list is not exhaustive. We operate in a changing business
environment and new risks arise from time to time. The forward-looking
statements included in this Report are made only as of the date of this Report
and we do not have or undertake any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances other
than as required by applicable federal securities laws.


Item 9.01 Financial Statements and Exhibits.

         (c)   Exhibits

         Exhibit 99.1      Press Release dated December 19, 2006








                                   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:  December 19, 2006           American Skiing Company



                                   By: /s/Foster A. Stewart, Jr.
                                       ----------------------------
                                       Name:  Foster A. Stewart, Jr.
                                       Title: Senior Vice President and
                                              General Counsel








                                INDEX TO EXHIBITS


99.1     Press Release dated December 19, 2006

EX-99

   American Skiing Company Announces Sale of Steamboat Resort for $265 Million

PARK CITY, UTAH - December 19, 2006 - American Skiing Company (OTCBB: AESK)
announced today that it had entered into a definitive agreement to sell
Steamboat Ski & Resort Corporation, in Steamboat Springs, Colorado, to Steamboat
Acquisition Corporation, an affiliate of Intrawest ULC, for $265 million. The
announced sale follows the review of strategic options for the resort
announced in July.

Steamboat was the nation's eighth most visited resort in 2006, with over one
million skier visits. Known as Ski Town USA(R), and renowned for its Champagne
Powder(R), Steamboat was recently named the "#1 Family Resort in the West" by
SKI Magazine.

Headquartered in Vancouver, British Columbia, Intrawest ULC is a privately held
company that, together with its affiliates, has interests in ten North American
mountain resorts.

"In light of favorable market conditions and considerable interest from
prospective buyers, ASC decided to pursue a sale of the resort. The proceeds of
this transaction will reduce outstanding debt and allow us to focus on
opportunities in our portfolio of resorts and their related real estate," said
ASC President and CEO B.J. Fair. "We look forward to working with the entire
Intrawest team to ensure a smooth transition and a continued outstanding resort
experience for our guests," added Fair.

Included in the sale are the resort and all resort-owned operations, all of
Steamboat's resort-owned real estate assets, the commercial core of the
Steamboat Grand Hotel & Condominiums and the company's interest in the Walton
Pond Apartments complex.

The transaction is subject to customary closing conditions, including
Hart-Scott-Rodino antitrust approval and consent of the United States Forest
Service, and is expected to close on or before March 31, 2007.

The purchase price of $265 million includes approximately $4 million in assumed
debt, and is subject to working capital and seasonal earnings adjustments. After
closing, it is anticipated that net proceeds from the sale will be used to repay
all existing senior debt and outstanding revolver balances under ASC's senior
credit facility and certain other indebtedness.

"Though it's only December, Steamboat is off to a terrific start for the winter
season with a number of new improvements, such as a new high-speed lift in the
resort's Sunshine area and renovations of the two main on-mountain dining
facilities. As the resort makes the transition to new ownership, the Steamboat
team will remain focused on the same qualities that make Steamboat the West's
favorite family resort: providing the best possible vacation experience for its
guests," said Steamboat's President and Managing Director Chris Diamond.

Bear Stearns and Main Street Advisors acted as financial advisors to American
Skiing Company in connection with the transaction. Goodwin Procter LLP acted as
legal advisor to American Skiing Company and Skadden, Arps, Slate, Meagher &
Flom LLP and Jacobs Chase Frick Kleinkopf & Kelley LLC acted as legal advisors
to Intrawest.


About American Skiing Company

Headquartered in Park City, Utah, American Skiing Company is one of the largest
operators of alpine ski, snowboard and golf resorts in the United States. Its
resorts include Killington, Pico and Mount Snow in Vermont; Sunday River and
Sugarloaf/USA in Maine; Attitash in New Hampshire; Steamboat in Colorado; and
The Canyons in Utah. More information is available on the company's web site,
www.peaks.com.

Certain statements contained in this press release constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). These forward-looking statements are not
based on historical facts, but rather reflect our current expectations
concerning future results and events. Similarly, statements that describe our
objectives, plans or goals are or may be forward-looking statements. We have
tried, wherever possible, to identify such statements by using words such as
"anticipate", "assume", "believe", "expect", "intend", "plan", and words and
terms of similar substance in connection with any discussion of operating or
financial performance. Such forward-looking statements involve a number of risks
and uncertainties. In addition to factors discussed above, other factors that
could cause actual results, performances or achievements to differ materially
from those projected include, but are not limited to, the following: the failure
to satisfy any of the conditions to closing of the purchase agreement for the
Steamboat resort, or the buyer's refusal to close for any reason; and other
factors listed from time to time in our documents we have filed with the
Securities and Exchange Commission. We caution the reader that this list is not
exhaustive. We operate in a changing business environment and new risks arise
from time to time. The forward-looking statements included in this press release
are made only as of the date of this document and under Section 27A of the
Securities Act and Section 21E of the Exchange Act, we do not have or undertake
any obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances.