INCORPORATED UNDER THE
                          LAWS OF THE STATE OF DELAWARE

Number                                                                  Shares




                             AMERICAN SKIING COMPANY

                              Class A Common Stock

This Certifies that _________________________________ is the owner of
_______________________ Shares of the Common Capital Stock of American Skiing
Company transferable only on the Books of the Corporation by the holder hereof
in person or by duly authorized Attorney on Surrender of this Certificate
properly endorsed.

In Witness Whereof of the duly authorized officers of this corporation have
hereunto subscribed their names and caused the Corporate Seal to be hereto
affixed.

At ______________ this _______________ day of ___________________ A.D. _________

                           SHARES Par Value $.01 EACH






                                   CERTIFICATE

                                       FOR



                                     SHARES

                                     OF THE

                                     CLASS A
                                  COMMON STOCK

                             AMERICAN SKIING COMPANY

                                    ISSUED TO

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

                                      DATED

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


SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (the "Act"), AND MAY NOT BE SOLD, ASSIGNED OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS
THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SHARES MAY
BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE ACT AND
THE RULES AND REGULATIONS THEREUNDER.