AMERICAN SKIING CO /ME
8-A12B/A, 1997-11-03
MISCELLANEOUS AMUSEMENT & RECREATION
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                                   FORM 8-A/A
                                AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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


                        Maine                                    04-3373730
               (State of incorporation                        (I.R.S. Employer
                  or organization)                           Identification No.)


       Sunday River Access Road, Bethel, Maine                      04127
      (Address of Principal Executive Offices)                   (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

            Title of each class                  Name of each exchange on which
            to be so registered                  each class is to be registered

       Common Stock, $.01 Par Value                  New York Stock Exchange


If this form relates to the registration of a class of securities  pursuant to
Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), please check the following box. [X]

If this form relates to the registration of a class of securities  pursuant to
Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), please check the following box. [ ]

Securities Act registration statement file number to which this form relates:

         333-33483.

Securities to be registered pursuant to Section 12(g) of the Act:

         None.


Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

         The information  required by Item 202 of Regulation S-K is contained in
the  Registration  Statement on Form S-1  (Registration  No.  333-33483)  of the
Registrant,  filed with the  Securities  and Exchange  Commission  on August 11,
1997, as amended (the "Registration Statement"),  under the caption "Description
of Capital Stock," which is incorporated herein by reference.


Item 2.  EXHIBITS

         The  securities  described  herein are to be registered on the New York
Stock Exchange,  on which no other  securities of the Registrant are registered.
The following exhibits have been duly filed with the New York Stock Exchange:

         (1)      The Registration Statement.

         (2)      Articles of Incorporation of Registrant, as amended.

         (3)      By-Laws of Registrant, as amended.

         (4)      Specimen Certificate for shares of Common Stock, $.01 par
                  value, of the Registrant.


                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                          AMERICAN SKIING COMPANY



                                          By:   /s/ Christopher E. Howard
                                                ----------------------------
                                                Christopher E. Howard
                                                Chief Administrative Officer

Dated:  November 3, 1997



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