Number                                                                    Shares




                             AMERICAN SKIING COMPANY
             (Incorporated under the laws of the State of Delaware)


This Certifies that _________________________________ is the owner of
_______________________ Shares of the Series C-2 Preferred 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

                                   SERIES C-2
                                 PREFERRED STOCK

                             AMERICAN SKIING COMPANY

                                    ISSUED TO

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

                                      DATED

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


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE OFFERED SOLD,
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (i) A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER
SUCH ACT, OR (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM
REGISTRATION UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES.

THE STATEMENT OF RESOLUTION ESTABLISHING SERIES OF SHARES RELATING TO SUCH
SHARES FORMING A PART OF THE ARTICLES OF INCORPORATION OF THIS CORPORATION
CONTAINS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES LIMITATIONS AND
RELATIVE RIGHTS OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE CORPORATION
WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT
OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THESE
SHARES EACH CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN RELATIVE RIGHTS
AND PREFERENCES BETWEEN THE SERIES OF PREFERRED STOCK ISSUED BY THIS
CORPORATION.