SKI LTD
10-Q/A, 1995-04-05
MISCELLANEOUS AMUSEMENT & RECREATION
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                          FORM 10-Q/A
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                  Washington, D. C.  20549
                              
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
             THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended January 29, 1995       Commission File Number 0-13055

                         S-K-I Limited
          (Exact name of registrant as specified in its charter)

         Delaware                                 03-0294233
(State or other jurisdiction of            (I.R.S.Employer Identification No.)
 incorporation or organization)

     Airport Exec. Plaza, Suite 5
     PO Box 5494
     West Lebanon, NH                                  03784
(Address of principal executive office)               Zip Code


Registrant's telephone number, including area code :  603-298-5583

               c/o Killington Ltd., Killington, VT 05751
(Former name, former address and former fiscal year, if changed since
 last report.)

     Indicate by checkmark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, 
and (2) has been subject to such filing requirements for the past 90 days.

Yes  X         No

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     Class                         Outstanding at January 29, 1995

Common Stock $.10 Par Value                       5,783,307




                         S-K-I LTD.
                      TABLE OF CONTENTS

PART I.   FINANCIAL INFORMATION:                       Page No.

     Item 1.        Financial Statements

     Consolidated Statement of Operations (Unaudited)
     Three Months Ended January 29, 1995
     and January 23, 1994                                    3

     Consolidated Statement of Operations (Unaudited)
     Six Months Ended January 29, 1995
     and January 23, 1994                                    4

     Consolidated Balance Sheet (Unaudited)
     As of January 29, 1995 and
     January 23, 1994                                        5-6

     Consolidated Balance Sheet
     As of January 29, 1995 (Unaudited) and
     July 31, 1994 (Audited)                                7-8

     Consolidated Statement of Cash Flows (Unaudited)
     Six Months Ended January 29, 1995 and
     January 23, 1994                                       9

     Notes to (Unaudited) Condensed Consolidated 
       Financial Statements                                 10-11

     Item 2.   Management's Discussion and Analysis 
               of Financial Condition and Results 
               of Operations                                12-13

PART II.  OTHER INFORMATION

     Item 4.        Submission of Matters to a Vote of
                    Security Holders                        14

     Item 5.        Other Information                       14

     Item 6.        Exhibits and Reports on Form 8-K        14

     Signature Page                                         15



                        S-K-I LTD.                                  
                                                    
Item 1.     Financial Statements                          
                                                                             
Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain
Corp. and Waterville Valley Ski Area Ltd.

Consolidated Statement of Operations (Note 1)     For the Three Months Ended    

                                               January 29,     January 23,     
                                                   1995            1994
                                               (Unaudited)     (Unaudited)      
                                                                             
Revenues                                        $50,104,232     $37,213,628 
                                                                             
Expenses:                                                                    
   Cost of operations including                                              
    wages, maintenance and supplies              20,731,395      15,529,675     

   Other taxes                                    3,266,631       2,731,020     
   Utilities                                      4,462,677       3,679,725     
   Insurance                                      2,622,260       2,120,949     
   Selling, general and administrative
    expenses                                      7,334,328       5,335,270     
   Interest                                       1,226,650         595,374     
   Depreciation and amortization(Note 2)          6,755,347       5,269,524     

    Total expenses                               46,399,288      35,261,537     
                                                                             
Income before provision for income taxes          3,704,944       1,952,091     

                                                                             
Provision for income taxes (Note 2)               1,411,446         800,357     

                                                                             
Net income before minority interest               2,293,498       1,151,734     

                                                                             
Minority interest in net income of                                           
   consolidated subsidiary (Note 9)                 128,573               0     

                                                                             
Net income                                      $ 2,164,925     $ 1,151,734     
                                                                             
Net income per common share (Note 4)            $       .37     $       .20     

                                                                             
Retained earnings, beginning of period          $45,058,970     $42,513,546     
Add:   Net Income                                 2,164,925       1,151,734     
                                                                             
Less:  Dividends paid on common            
       stock (Note 8)                               693,997         635,545     
       
                                                                             
Retained earnings, end of period                $46,529,898     $43,029,735     
                                                                             
See accompanying Notes to (Unaudited) Condensed Consolidated Financial
Statements.
                                                                      
                                                                              

                           S-K-I LTD.                                          
                                                                             
Item 1.     Financial Statements
                                                                             
Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain
Corp. and Waterville Valley Ski Area Ltd.
                                                                             
Consolidated Statement of Operations (Note 1)     For the Six Months Ended      
                                               January 29,     January 23,     
                                                   1995            1994
                                               (Unaudited)       (Unaudited)    
                                                                               
Revenues                                       $56,221,438       $42,778,865    
                                                                             
Expenses:                                                                    
   Cost of operations including                                              
    wages, maintenance and supplies             27,667,612        21,090,517   
   Other taxes                                   4,237,845         3,579,145    
   Utilities                                     5,342,485         4,340,468    
   Insurance                                     3,556,281         2,819,406    
   Selling, general and administrative
    expenses                                    11,457,415         8,375,521    
   Interest                                      1,880,819         1,130,901    
   Depreciation and amortization (Note 2)        6,924,299         5,433,559    

                                                                               
    Total expenses                              61,066,756        46,769,517    
                                                                               
(Loss) before income tax benefit               ( 4,845,318)      ( 3,990,652)   
Income tax benefit (Note 2)                    ( 1,720,466)      ( 1,636,167)
                                                                               
Net (loss) before minority interest            ( 3,124,852)      ( 2,354,485)
                                                                             
Minority interest in net (loss) of                                           
   consolidated subsidiary (Note 9)            (   318,039)                0
                                                                             
Net (loss)                                    $( 2,806,813)     $( 2,354,485)
                                                                             
Net (loss) per common share (Note 4)          $       (.49)     $       (.41)
                                                                               
Retained earnings, beginning of period        $ 50,030,708      $ 46,019,765   
Less:  Net (loss)                              ( 2,806,813)      ( 2,354,485)
                                                                               
Less:  Dividends paid on common             
       stock (Note 8)                              693,997           635,545   

                                                                               
Retained earnings, end of period              $ 46,529,898      $ 43,029,735    
                                                                             
See accompanying Notes to (Unaudited) Condensed Consolidated
Financial Statements.
                                                                     
                                                                             

                              S-K-I LTD.                                      
                                                                           
Item 1.     Financial Statements 
                                                                           
Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain
Corp. and Waterville Valley Ski Area Ltd.
                                                                          
                                                                           
Consolidated Balance Sheet                                                  
                                           January 29,    January 23,      
                                                  1995           1994
ASSETS                                     (Unaudited)    (Unaudited)      
                                                                           
Current Assets:                                                            
   Cash and short-term investments                                         
    (at cost, which approximates         
     market value)                       $   8,041,141    $   6,683,382 (1)  
   Accounts receivable                       2,376,720        1,691,802 (1)  
   Notes receivable                            260,670          725,047      
   Inventories                               5,957,245        4,631,766      
   Prepaid expenses                          2,285,860        1,719,500 (1)  
                                                                           
     TOTAL CURRENT ASSETS                   18,921,636       15,451,497      
                                                                           
                                                                           
Property and equipment, at cost:                                           
   Buildings & grounds                      38,607,465       27,386,974 (1)  
   Machinery and equipment                  64,728,155       52,673,763 (1)  
   Leasehold improvements                   61,417,171       52,594,296 (1)  
   Lifts/liftlines & trails on              
     corporate property                     29,832,397       16,056,245 (1)  

                                           194,585,188      148,711,278      
                                                                           
Less - accumulated depreciation and        
   amortization                             96,355,574       84,553,066      

                                            98,229,614       64,158,212      
                                                                           
Construction in progress                    16,330,373       13,212,733      
Land and development costs                  14,494,258       11,118,765      
                                                                           
     NET PROPERTY AND EQUIPMENT            129,054,245       88,489,710      
                                                                           
Deferred charges and other assets            3,248,372        2,354,789 (1)  
                                                                           
    TOTAL ASSETS                          $151,224,253     $106,295,996      
                                                                           
(1) Reclassified to conform with the Fiscal 1995 presentation.
                                                                           
                                                                           
See accompanying Notes to (Unaudited) Condensed Consolidated
Financial Statements.
                                                                    
                                                                           

                           S-K-I LTD.                                          
Item 1.     Financial Statements

Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain
Corp. and Waterville Valley Ski Area Ltd.
                                                                           
                                                                              
Consolidated Balance Sheet                                                    
                                       January 29, 1995   January 23, 1994     
LIABILITIES AND STOCKHOLDERS' EQUITY      (Unaudited)       (Unaudited)       
                                                                              
Current Liabilities:                                                          
   Current portion of long-term debt                                          
    and subordinated debentures          $  3,484,011      $      700,326       
   Accounts payable                         6,361,648           4,629,110 (1)   
   Federal income tax refundable(Note 2)  ( 1,459,793)      (   1,436,027)
   Accrued lease payments - Vermont           509,602             489,902       
   Accrued wages, profit sharing and                                          
    incentive compensation                  1,449,801           1,078,705 (1)   
   Deposits and other unearned revenue      5,371,805           3,980,785 (1)   
   Other accrued expenses (Note 6)          9,987,709           7,602,691 (1)   
                                                                              
      TOTAL CURRENT LIABILITIES            25,704,783          17,045,492       
                                                                              
Long-term debt                             46,993,646          16,352,141       
                                                                              
Subordinated 6% debentures                  6,493,500           6,840,000       
                                                                              
Subordinated 8% debentures                  4,906,500           4,906,500       
                                                                              
Deferred income taxes (Note 2)              7,757,253           7,792,919 (1)   
                                                                              
Other long-term liabilities (Note 6)        3,809,818           3,205,970       
                                                                              
Minority interest in consolidated                                             
subsidiary (Note 9)                         1,857,099                   0

      TOTAL LIABILITIES                    97,522,599          56,143,022       
                                                                              
                                                                              
Stockholders' Equity                                                          
   Common stock                               578,332             577,768       
   Paid-in capital                          6,593,424           6,545,471       
   Retained earnings                       46,529,898          43,029,735       
      TOTAL STOCKHOLDERS' EQUITY           53,701,654          50,152,974       
                                                                              
                                                                              
TOTAL LIABILITIES AND STOCKHOLDERS'      
  EQUITY                                 $151,224,253        $106,295,996       

                                                                              
(1) Reclassified to conform with the Fiscal 1995 presentation.
                                                                             
                                                                              
See accompanying Notes to (Unaudited) Condensed Consolidated Financial
Statements.
                                                                       
                                                                             

                         S-K-I LTD.                                            
                                                                           
Item 1.     Financial Statements
                                                                           
Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain
Corp. and Waterville Valley Ski Area Ltd.
                                                                          
                                                                           
Consolidated Balance Sheet                                                 
                                         January 29, 1995    July 31, 1994      
 ASSETS                                     (Unaudited)         (Audited)      
                                                                           
Current Assets:                                                            
   Cash and short-term investments                                         
    (at cost, which approximates      
     market value)                        $   8,041,141      $  2,704,302      
   Accounts receivable                        2,376,720         1,423,430      
   Notes receivable                             260,670           371,739      
   Inventories                                5,957,245         3,472,492      
   Prepaid expenses                           2,285,860         1,456,222      
                                                                           
     TOTAL CURRENT ASSETS                    18,921,636         9,428,185      
                                                                           
                                                                           
Property and equipment, at cost:                                           
   Buildings & grounds                       38,607,465        32,730,561 (1)  
   Machinery and equipment                   64,728,155        71,690,813 (1)  
   Leasehold improvements                    61,417,171        39,066,623 (1)  
   Lifts/liftlines & trails on           
    corporate property                       29,832,397        16,162,939 (1)  

                                            194,585,188       159,650,936      
                                                                           
Less - accumulated depreciation and      
   amortization                              96,355,574        86,638,454      

                                             98,229,614        73,012,482      
                                                                           
Construction in progress                     16,330,373         8,996,570      
Land and development costs                   14,494,258        12,762,352      
                                                                           
     NET PROPERTY AND EQUIPMENT             129,054,245        94,771,404      
                                                                           
Deferred charges and other assets             3,248,372         2,590,419      
                                                                           
    TOTAL ASSETS                           $151,224,253      $106,790,008      
                                                                           
See accompanying Notes to (Unaudited) Condensed Consolidated
Financial Statements.
                                                                    
                                                                           

                              S-K-I LTD.                                   
Item 1.     Financial Statements
                                                                           
Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain
Corp. and Waterville Valley Ski Area Ltd.
                                                                          
                                                                           
Consolidated Balance Sheet                                                 
                                           January 29,1995    July 31, 1994     
LIABILITIES AND STOCKHOLDERS' EQUITY          (Unaudited)       (Audited)     
                                                                           
Current Liabilities:                                                       
   Current portion of long-term debt                                       
    and subordinated debentures              $  3,484,011     $    955,746     
   Accounts payable                             6,361,648        1,741,131     
   Federal income tax (receivable)          
    payable (Note 2)                          ( 1,459,793)         257,684
   Accrued lease payments - Vermont               509,602        1,171,865     
   Accrued wages, profit sharing and                                       
    incentive compensation                      1,449,801          464,907     
   Deposits and other unearned revenue          5,371,805          695,328     
   Other accrued expenses (Note 6)              9,987,709        4,184,664     
                                                                           
      TOTAL CURRENT LIABILITIES                25,704,783        9,471,325     
                                                                           
Long-term debt                                 46,993,646       17,766,857     
                                                                           
Subordinated 6% debentures                      6,493,500        6,493,500     
                                                                           
Subordinated 8% debentures                      4,906,500        4,906,500     
                                                                           
Deferred income taxes (Note 2)                  7,757,253        7,478,492     
                                                                           
Other long-term liabilities (Note 6)            3,809,818        3,487,042     
                                                                           
Minority interest in consolidated          
 subsidiary (Note 9)                            1,857,099                0     

                                                                           
      TOTAL LIABILITIES                        97,522,599       49,603,716     
                                                                           
Stockholders' Equity                                                       
   Common stock                                   578,332          578,144     
   Paid-in capital                              6,593,424        6,577,440     
   Retained earnings                           46,529,898       50,030,708     
      TOTAL STOCKHOLDERS' EQUITY               53,701,654       57,186,292     
                                                                           
                                                                           
TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY                                     $151,224,253     $106,790,008     

                                                                           
See accompanying Notes to (Unaudited) Condensed Consolidated Financial
Statements.
                                                                      
                                                                           

                             S-K-I LTD.                                        
Item 1.     Financial Statements
Company or group of companies for which report is filed:  S-K-I Ltd.,
Killington Ltd., Mount Snow Ltd., Bear Mountain Ltd., Sugarloaf Mountain 
Corp. and Waterville Valley.

Consolidated Statement of Cash Flows             For the Six Months Ended
                                        January 29, 1995    January 23, 1994   
                                           (Unaudited)         (Unaudited)    
Cash flows from operating activities:
   Net (loss)                             $( 2,806,813)     $( 2,354,485)
   Non-cash items included in net loss):
   Minority interest in net loss of    
    subsidiary                             (   318,039)                0
    Depreciation and amortization            6,924,299         5,433,559    
                                                                    
   SUBTOTAL                                  3,799,447         3,079,074    
   Changes in assets and liabilities:
    Increase in accounts receivable        (   726,526)      (   697,919) (1)
    Decrease in notes receivable               111,069            10,134    
    Increase in inventories                ( 2,035,408)      ( 1,373,482)
    Decrease in non-current note receivable          0           296,621    
    Increase in prepaid expenses           (   351,615)      (   806,753) (1)
    Increase in accounts payable             3,967,327         3,862,359  (1)
    Decrease  in income taxes payable      ( 1,721,807)      ( 1,756,843)
    Decrease in accrued lease          
     payments - Vermont                    (   662,263)      (   632,126) (1)
    Increase in accrued wages,profit 
     sharing and incentive compensation        984,894             5,392  (1)
    Increase in deposits and other    
     unearned revenue                        3,930,286         3,472,164  (1)
    Increase in other accrued expenses       3,971,937         4,179,884  (1)
    Increase  in other long-term     
     liabilities                               601,537           160,597    
CASH FLOW PROVIDED BY OPERATING                                    
  ACTIVITIES AFTE  CHANGES IN ASSETS 
  AND LIABILITIES                           11,868,878         9,799,102    
Cash flows from investing activities:
   Additions to property and equipment     (17,310,439)      ( 9,913,524)
   Deletions to land and development             1,450                 0    
   Net book value of property and       
    equipment sold                              39,310                 0    
   Other                                   (   578,022)                0
   Business acquired less cash on                                  
    hand from business acquired            (12,552,020)                0
NET CASH USED FOR INVESTING ACTIVITIES     (30,399,721)      ( 9,913,524)
Cash flows from financing  activities:
   Proceeds from issuance of 
    long-term debt                          24,206,022        18,000,000    
   Reductions in long-term debt and                                
    subordinated debentures                ( 2,188,780)      (18,020,266)
   Increase(decrease) in current                                   
    portion of long-term debt and
    subordinated debentures                  2,528,265       (   125,969)
   Proceeds from issuance of common stock       16,172            96,114    
   Payment of dividend                     (   693,997)      (   635,545)
   Other                                             0       (    16,915)  
NET CASH PROVIDED BY (USED IN)        
  FINANCING ACTIVITIES                      23,867,682       (   702,581)  

Net increase(decrease) in cash and                                 
  short-term investments                     5,336,839       (   817,003) (1)
Cash and short-term investments at    
  beginning of year                          2,704,302         7,500,385    
CASH AND SHORT-TERM INVESTMENTS AT    
  END OF PERIOD                            $ 8,041,141       $ 6,683,382  (1)
Interest paid                              $ 1,477,308       $ 1,091,811    
Income taxes paid, net of refunds              281,350           404,564    

(1) Reclassified to conform with the Fiscal 1995 presentation.
See accompanying Notes to (Unaudited) Condensed Consolidated
Financial Statements.
                                                                    
                         S-K-I LTD.
                              
PART 1.   NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED
                 FINANCIAL STATEMENTS

1.   In the opinion of the Company, the accompanying
     unaudited condensed consolidated financial statements
     contain all adjustments necessary to present fairly the
     financial position as of January 29, 1995, January 23,
     1994 and July 31, 1994, the results of operations for
     the three months and six months ended January 29, 1995
     and January 23, 1994 and cash flows for the six months
     ended January 29,1995 and January 23, 1994.  All such
     adjustments are of a normal recurring nature.  The
     unaudited condensed consolidated financial statements
     should be read in conjunction with the following notes
     and the consolidated financial statements in the 1994
     Annual Report to the Securities and Exchange Commission
     on Form 10-K.

2.   Income Taxes

     The provision for taxes on income is based on a
     projected annual effective tax rate.  The Company has
     reflected an effective tax rate through the second
     quarter of approximately 36%.  The difference from the
     Company's Fiscal 1994 actual annual effective tax rate
     of 40.5% is due to the fiscal year to date losses at
     Sugarloaf Mountain Corp., for which a tax benefit has
     not been recorded.

     Deferred income taxes include the cumulative reduction
     in current taxes payable resulting principally from the
     excess of depreciation reported for tax purposes over
     that reported for financial purposes.

3.   Seasonal Business

     Results for interim periods are not indicative of
     results to be expected for the year, due to the
     seasonal nature of the business (skiing resorts).

4.   Net Income per Common Share

     Earnings per Common Share figures are based on the
     average shares outstanding during the second quarter of
     5,782,995 and year to date of 5,782,503 (5,764,020 in
     second quarter Fiscal 1994 and 5,727,707 year to date
     Fiscal 1994).  Shares issuable upon the exercise of
     stock options grants have not been included in the per
     share computation because they would not have a
     material effect on earnings per share.

5.   Stock Options

     The 1988 Incentive Stock Option Plan authorized 168,750
     shares of common stock to be optioned.  On November 18,
     1994 the stockholders approved an additional 100,000
     shares.  In the second quarter of Fiscal 1995, options
     for 22,750 shares were granted,   625 shares were
     exercised and no shares were forfeited.

     In the first quarter of Fiscal 1995, options for 25,500
     were granted, 1,250 shares were exercised and 2,000
     shares were forfeited.

     The 1982 Stock Option Plan authorized 187,500 shares of
     common stock to be optioned.  No shares were granted,
     exercised or forfeited under this plan during the first
     or second quarters 1995.

6.   General Liability

     Provision is made for the estimated costs under the
     deductible portion of S-K-I's general liability
     insurance policies.  The balance of such reserves at
     January 29, 1995, July 31, 1994 and January 23, 1994
     were $3,556,741, $4,707,558, and $3,740,298
     respectively.  Of such amounts, $3,048,634, $3,487,042
     and $3,205,970 are included in other long-term
     liabilities at January 29, 1995, July 31, 1994 and
     January 23, 1994, respectively, with the remaining
     balance included in other accrued expenses.

7.   Postretirement Health Care and Life Insurance Benefits

     The Company does not provide health care and life
     insurance benefits for retired employees who reach
     normal retirement age.  The adoption of SFAS No. 106,
     Employer's Accounting for Postretirement Benefits Other
     Than Pensions, has no effect on the Company's financial
     position or results of operation.

8.   Dividend Paid

     During November 1994, the Board of Directors declared a
     $.12 per share dividend on Common Stock payable to
     stockholders of record on December 16, 1994.   The
     dividend was paid on January 20, 1995.

9.   Business Developments

     On August 24, 1994, the Company acquired 51% of the
     outstanding shares of capital stock of Sugarloaf
     Mountain Corporation ("Sugarloaf"), a ski resort in
     western Maine.  The fair market value of the assets
     acquired was approximately $13,596,938 and liabilities
     assumed were $9,424,751, before consideration of the
     49% minority interest.  The amounts in minority
     interest at January 29, 1995 represent the 49%
     ownership of Sugarloaf's outstanding capital stock held
     by the minority shareholders of Sugarloaf.

     On October 31, 1994, the Company  acquired the ski
     related assets of the Waterville Valley Ski Area for a
     purchase price of $10,037,631.  On November 1, 1994 the
     Company purchased the Waterville Valley Conference
     Center for a purchase price of $1,200,000.  Waterville
     Valley is one of New Hampshire's largest ski areas.

10.  Subsequent Events

     On February 13, 1995, S-K-I Ltd. announced that the
     company has received expressions of interest from
     certain outside parties concerning a potential merger
     with or acquisition of S-K-I Ltd.


                              
                        S-K-I   LTD.
                              
                           PART I.

Item 2.   Management's Discussion and Analysis of Financial
     Condition and Results of Operations

I.   Revenue and expense changes for the second quarter of
     Fiscal 1995 compared to the second quarter of Fiscal
     1994:

     Revenues increased by 35% primarily due to the addition
     of Sugarloaf and Waterville Valley ski areas. Revenues
     increased 28% at Bear Mountain, reflecting the
     favorable early season weather conditions in
     California.

     Cost of Operations increased 34% primarily due to the
     addition of Sugarloaf and Waterville Valley ski areas
     as well as an 18% increase at Bear Mountain attributed
     to an increase in revenue.

     Other Taxes increased 19% primarily due to the addition
     of Sugarloaf  and Waterville Valley ski areas.  Bear
     Mountain's taxes also increased due to the 28% increase
     in revenues.

     Selling, General and Administrative increased 38% due
     to the addition of Sugarloaf and Waterville Valley ski
     areas, increased advertising relating to the promotion
     of the newly acquired Haystack, Waterville Valley, and
     Sugarloaf ski areas and to the opening of the Skyeship
     lift at Killington Ski Area.

     The increases in Utilities (21%), Insurance (24%) and
     Interest (102%) were due primarily to the addition of
     Sugarloaf and Waterville Valley.

II.  Balance Sheet changes at the end of the second quarter
     of Fiscal 1995 compared to the end of the second
     quarter of Fiscal 1994.

     Cash and Short Term Investments increased approximately
     $1,358,000 primarily due to cash being accumulated and
     being invested by Ski Insurance Company, a wholly owned
     Vermont captive insurance company as well as the
     additions of Sugarloaf and Waterville Valley ski areas.

     Notes Receivable decreased approximately $465,000
     primarily due to payments received on three notes.

     Fixed Assets, net of accumulated depreciation and
     amortization, increased $34,071,402 primarily due to
     the addition of the new Killington Skyeship, Sugarloaf
     and Waterville Valley ski areas, offset by the write-
     off of the 25 year old Killington Gondola.

     Construction in Progress increased approximately
     $3,117,640 primarily due to the construction of the new
     Skyeship lift at Killington, and the additions of
     Sugarloaf and Waterville Valley ski areas.

     Land and Development increased approximately $3,375,000
     primarily due to the addition of Sugarloaf and
     Waterville Valley ski areas, and to the purchase of
     land at Bear Mountain.

     Other Assets increased approximately $894,000 due to
     the increased investments of Ski Insurance Company, and
     the addition of Sugarloaf and Waterville Valley ski
     areas.

     Other Accrued Expenses increased approximately
     $2,385,000 primarily due to the addition of Sugarloaf
     and Waterville Valley as well as an increase in
     insurance and sales tax accruals.
     
     Other Long-Term Liabilities increased $604,000 due to
     an increase in net accruals for liability insurance and
     workers' compensation.
     
     The remaining balance sheet increases: Accounts
     Receivable, Inventories, Prepaid Expenses, Current and
     Long-term Notes Payable, Accounts Payable, Accrued
     Wages, and Deposits and Other Unearned Revenue were
     primarily due to the addition of Sugarloaf and
     Waterville.

III. Balance Sheet changes at the end of the second quarter
     of Fiscal 1995 compared to the year ended July 31,
     1994.

     Cash, Prepaid Expenses, Inventories, Construction in
     Progress, Accounts Payable, Income Taxes Payable,
     Deposits and Other Accrued Expenses usually reflect
     large increases or decreases due to the seasonal nature
     of the business.  The additions of Sugarloaf and
     Waterville Valley ski areas also contributed to these
     fluctuations.

     Deferred Charges and Other Assets increased by
     approximately $658,000 primarily due to the final
     settlement of a finder's fee relating to the
     acquisition of Bear Mountain, the increase in the cash
     surrender value of insurance policies, and the
     additions of Sugarloaf and Waterville Valley ski areas.

     Current and Long Term Notes Payable increased
     approximately $31,000,000 due to additional funds
     needed to finance the large capital program which
     included the Killington Skyeship and the acquisitions
     of Sugarloaf and Waterville Valley.

IV.  Liquidity

     Cash generated from operations during the first six
     months of Fiscal 1995 was $11,868,878 as compared to
     cash generated during the first six months of Fiscal
     1994 of $9,799,102 .  Cash used for investing
     activities was $30,431,286 and $9,913,524 during the
     first six months of Fiscal 1995 and 1994, respectively.
     Due to the seasonality of the Company's business and a
     significant increase to capital assets in the first six
     months of Fiscal 1995 the Company utilized its bank
     facilities to meet its cash needs during the first
     quarters of Fiscal 1995 and 1994.




                              
                          S-K-I   LTD.
                              
                              
                              
                           PART II
                              
                      OTHER INFORMATION
                              
                      January 29, 1995

Item 4 - Submission of Matters to a Vote of Security Holders

On November 18, 1994 the Company held its annual meeting of
stockholders at which time  Jose M. Calhoun, F. Ray Keyser,
Jr. and Walter N. Morrison were elected to three year terms
on the Board of Directors.  The continuing members of the
Company's Board of Directors are Joseph D. Sargent, Susanne
H. Smith, Mary T. Sargent, Preston Leete Smith, Thomas C.
Webb and Martel D. Wilson, Jr.  The following votes were
cast for each of the three directors:

                                   For           Withheld/Against
                                              
       Jose M. Calhoun           4,476,247         13,766
              
       F. Ray Keyser, Jr.        4,475,904         14,109
            
       Walter N. Morrison        4,476,029         13,984
       
       

Also approved by stockholders was the allocation of an
additional 100,000 shares to the company's existing stock
option plan.

Item 5 - Other Information

On October 31, 1994, the company acquired the ski related
assets of the Waterville Valley Ski Area for a purchase
price of $10,037,631.  Waterville Valley is one of the
largest ski areas in New Hampshire.  On November 1, 1994,
the company purchased the Waterville Valley Conference
Center for a purchase price of $1,200,000.

S-K-I Ltd. announced on February 13, 1995, that the company
has received expressions of interest from certain outside
parties concerning a potential merger with or acquisition of
S-K-I.  S-K-I has retained Wertheim Schroder & Co.
Incorporated as its financial advisor in connection with its
evaluation of these expressions of interest and other
strategic matters.  To date, the company has not received
any firm offers and there is no assurance that such
expressions of interest will result in a definite agreement.

Item 6 - Exhibits and Reports on Form 8-K

(b) No reports on Form 8-K have been filed during the
quarter for which this report is filed.










                              
                        S-K-I   LTD.
                              
            SIGNATURE OF CHIEF FINANCIAL OFFICER

Pursuant to the requirement of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.




 
                                       S-K-I   LTD.




Dated: 3-31-95                    By:______________________________
                                 Martel D. Wilson, Jr.
                                 Vice President & Chief Financial Officer
                                 Signature on file














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