AMERICAN SKIING COMPANY
P.O. Box 450
Sunday River Access Road
Bethel, Maine 04217
(207) 824-8100
December 18, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Skiing Company File No. 333-40929
Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933, as
amended (the "Securities Act"), the undersigned, the Senior Vice
President and Chief Administrative Officer of American Skiing
Company hereby respectfully requests that the Commission consent
to the withdrawal of the Registration Statement on Form S-4 of
American Skiing Company, File No. 333-40929.
The reasons for the requested withdrawal of the Registration
Statement are that the securities proposed to be registered will
be sold in reliance upon the exemption from the registration
requirements of the Securities Act pursuant to Section 4(2)
thereof.
Upon the grant of the Commission's consent hereto please
return a dated copy of the order granting such withdrawal. We
would appreciate it if such order would be placed in File No.
333-40929.
Very truly yours,
By: /s/ Christopher E. Howard
Christopher E. Howard
Senior Vice President and
Chief Administrative Officer
