SecProbe.io

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							March 7, 2005

By U.S. Mail and Facsimile [ (435) 615 - 4780 ]

Mr. William J. Fair
  President and Chief Executive Officer
AMERICAN SKIING COMPANY
136 Heber Avenue, #303
P.O. Box 4552
Park City, Utah  84060

	Re:	American Skiing Company
Supplemental response letter dated February 18, 2005 regarding the
Annual Report on Form 10-K (fiscal year ended July 25, 2004) and
Quarterly Report on Form 10-Q (quarter ended October 24, 2004)
		File No. 1-13507

Dear Mr. Fair:

	We have reviewed your supplemental response letter to us
dated
February 18, 2005 in response to our letter of comment dated
January
31, 2005 and have the following comments.  Where indicated, we
think
you should revise your documents in response to these comments in
future filings with us.  Please confirm that such comments will be
complied with.  If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing the information, we may or may not raise additional
comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp",
within ten (10) business days of the date of this letter.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

March 7, 2005

Mr. William J. Fair
American Skiing Company
Page 2

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

Selected Quarterly Operating Results, page 37

1. Refer to your response to prior comment 1.  We note that you
refer
to the Series C-1 Preferred Stock as a "participating" security on
the face of your balance sheet (page F-3).  However, the narrative
description of these securities (page F-23) does not appear to
make
reference to this feature.  In future filings, please fully
describe
the features of this stock including the specific terms of
participation or supplementally advise us where such a description
is
included in the footnotes.

Financial Statements

Note 15. Business Segment Information, page F-29

2. Refer to your response to prior comment 5.  As previously
stated,
in order to be eligible for aggregation, similar operating
segments
must have similar economic characteristics and aggregation must be
consistent with the objectives and principles of the standard.
You
have not addressed the regulatory environments of each of these
resorts.  Your response should be detailed and specific and should
address, but should not be limited to the specifics of the
agreement
with local authorities relating to the Canyons resort.  Further,
while we agree that there may be circumstances where entities
qualify
for aggregation even though their current year results may have
differed somewhat, we would expect these differences to be
attributable to temporary factors - such as a temporary problem
with
a key supplier.  We would also generally expect that an historical
convergence of the performance indicators had already happened.
In
reviewing your schedules for the most recent three fiscal years,
it
appears to us that additional information about certain resorts,
such
as Steamboat and the Canyons, would add significantly to the
reader`s
understanding of your financial results and prospects.  As
aggregation of all resorts does not appear to be consistent with
the
objectives of the statement, it appears that you should revise
accordingly in future filings or advise.

Other

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

March 7, 2005

Mr. William J. Fair
American Skiing Company
Page 3

* 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 942-1912, or Ms. Margery Reich, Senior Staff Accountant, at
(202) 942-1839 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1995 with any other questions.

      Sincerely,

							David R. Humphrey
							Accounting Branch Chief

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