UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                               VAIL RESORTS, INC.
                               ------------------
                                (Name of Issuer)

                     Common Stock, $0.01 par value per share
                     ---------------------------------------
                         (Title of Class of Securities)

                                    91879Q109
                                    ----------
                                 (CUSIP Number)

                               September 28, 2004
                               ------------------
                      (Date of Event which Requires Filing
                               of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                  [ ] Rule 13d-1(b)
                  [ ] Rule 13d-1(c)
                  [X] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                          Continued on following pages
                                Page 1 of 8 Pages






                                  SCHEDULE 13G

CUSIP No.  91879Q109                                           Page 2 of 8 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  APOLLO SKI PARTNERS, L.P.

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                             a. [ ]
                                             b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
 Number of                                       6,114,542
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
 Reporting                  7             Sole Dispositive Power
  Person                                         6,114,542
  With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    6,114,542

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    17.3%

12       Type of Reporting Person (See Instructions)

                                    PN




                                  SCHEDULE 13G

CUSIP No.  91879Q109                                           Page 3 of 8 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  APOLLO INVESTMENT FUND, L.P.

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                             a. [ ]
                                             b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
 Number of                                       6,114,542
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
 Reporting                  7             Sole Dispositive Power
  Person                                         6,114,542
  With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    6,114,542

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    17.3%

12       Type of Reporting Person (See Instructions)

                                    IN; HC





                                  SCHEDULE 13G

CUSIP No.  91879Q109                                           Page 4 of 8 Pages


1        Names of Reporting Persons
         I.R.S. Identification Nos. of above persons (entities only)

                  APOLLO ADVISORS, L.P.

2        Check the Appropriate Box If a Member of a Group (See Instructions)

                                             a. [ ]
                                             b. [X]

3        SEC Use Only

4        Citizenship or Place of Organization

                  DELAWARE

                            5             Sole Voting Power
 Number of                                       6,114,542
  Shares
Beneficially                6             Shared Voting Power
  Owned By                                       0
   Each
 Reporting                  7             Sole Dispositive Power
  Person                                         6,114,542
  With
                            8             Shared Dispositive Power
                                                 0

9        Aggregate Amount Beneficially Owned by Each Reporting Person

                                    6,114,542

10       Check Box If the Aggregate Amount in Row (9) Excludes Certain
         Shares (See Instructions)

                                    [  ]

11       Percent of Class Represented By Amount in Row (9)

                                    17.3%

12       Type of Reporting Person (See Instructions)

                                    IN; HC




                                                               Page 5 of 8 Pages

Item 1(a)      Name of Issuer:

               Vail Resorts, Inc. (the "Issuer")

Item 1(b)      Address of the Issuer's Principal Executive Offices:

               Post Office Box 7, Vail, Colorado 81658

Item 2(a)      Name of Person Filing:

               This Statement is being filed jointly by (i) Apollo Ski Partners,
L.P., a Delaware limited  partnership ("Ski  Partners"),  (ii) Apollo Investment
Fund, L.P., a Delaware limited partnership  ("AIF"),  and (iii) Apollo Advisors,
L.P.,  a  Delaware  limited  partnership  ("Advisors").  Ski  Partners,  AIF and
Advisors are referred to collectively as the "Reporting Persons."

               AIF is the general  partner of Ski Partners.  Advisors  serves as
the managing general partner of AIF. Apollo Capital Management, Inc., a Delaware
corporation ("Capital Management"), is the general partner of Advisors.

Item 2(b)      Address of Principal Business Office or, if None, Residence:

               The  address  of the  principal  business  office  of each of the
Reporting Persons is Two Manhattanville Road, Purchase, New York 10577.

Item 2(c)      Citizenship:

               1) Ski Partners is a Delaware limited partnership;

               2) AIF is a Delaware limited partnership; and

               3) Advisors is a Delaware limited partnership.

Item 2(d)      Title of Class of Securities:

               Common stock, $0.01 par value per share (the "Shares").

Item 2(e)      CUSIP Number:

               91879Q109

Item 3.        If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:

                  This Item 3 is not applicable.





                                                                     Page 6 of 8

Item 4.        Ownership:

Item 4(a)      Amount Beneficially Owned:

               On  September  28,  2004,  Apollo  Ski  Partners   converted  the
6,114,542  shares of Class A common stock, par value $0.01 per share (the "Class
A  Shares"),  held  for  its  account  into  6,114,542  Shares.  Following  this
conversion,  the  Issuer no longer has any Class A Shares  outstanding  and will
therefore only have one class of directors going forward. Previously, holders of
Class A Shares  elected the Class I directors and holders of Shares  elected the
Class II directors.

               As of October 1, 2004, each of Ski Partners, AIF and Advisors may
be  deemed  to be the  beneficial  owner of the  6,114,542  Shares  held for the
account of Ski Partners.

Item 4(b)      Percent of Class:

               The  number  of  Shares of which  each of Ski  Partners,  AIF and
Advisors  may be deemed to be the  beneficial  owner  constitutes  approximately
17.3% of the total  number of Shares  outstanding  (based on the  Issuer  having
35,301,360 Shares outstanding as of October 1, 2004).

Item 4(c)      Number of shares as to which such person has:

               Ski Partners
               ------------

               (i)   Sole power to vote or direct the vote:            6,114,542

               (ii)  Shared power to vote or to direct the vote                0

               (iii) Sole power to  dispose  or to direct  the
                     disposition  of                                   6,114,542

               (iv)  Shared power to dispose or to direct the
                     disposition of                                            0

               AIF
               ---

               (i)   Sole power to vote or direct the vote: 6,114,542

               (ii)  Shared power to vote or to direct the vote 0

               (iii) Sole power to  dispose  or to direct  the
                     disposition  of                                   6,114,542

               (iv)  Shared power to dispose or to direct the
                     disposition of                                            0

               Advisors
               --------

               (i)   Sole power to vote or direct the vote:            6,114,542

               (ii)  Shared power to vote or to direct the vote                0

               (iii) Sole power to dispose or to direct the
                      disposition of                                   6,114,542

               (iv)  Shared power to dispose or to direct the
                     disposition of                                            0

Item 5.        Ownership of Five Percent or Less of a Class:

               This Item 5 is not applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person:





                                                               Page 7 of 8 Pages

               This Item 6 is not applicable.

Item 7.        Identification   and   Classification  of  the  Subsidiary  Which
               Acquired the  Security  Being  Reported on by the Parent  Holding
               Company or Control Person:

               This Item 7 is not applicable.

Item 8.        Identification and Classification of Members of the Group:

               This Item 8 is not applicable.

Item 9.        Notice of Dissolution of Group:

               This Item 9 is not applicable.

Item 10.       Certification:

               This Item 10 is not applicable.





                                                               Page 8 of 8 Pages

                                   SIGNATURES

     After reasonable  inquiry and to the best of my knowledge and belief,  each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.

Date:     October 1, 2004              APOLLO SKI PARTNERS, L.P.

                                       By:     Apollo Investment Fund, L.P.,
                                               Its General Partner

                                       By:     Apollo Advisors, L.P.,
                                               Its Managing General Partner

                                       By:     Apollo Capital Management, Inc.,
                                               Its General Partner


                                       By:     /s/ Michael D. Weiner
                                               ---------------------------------
                                               Michael D. Weiner
                                               Vice President

Date:     October 1, 2004              APOLLO INVESTMENT FUND, L.P.

                                       By:     Apollo Advisors, L.P.,
                                               Its Managing General Partner

                                       By:     Apollo Capital Management, Inc.,
                                               Its General Partner


                                       By:     /s/ Michael D. Weiner
                                               ---------------------------------
                                               Michael D. Weiner
                                               Vice President

Date:     October 1, 2004              APOLLO ADVISORS, L.P.

                                       By:     Apollo Capital Management, Inc.,
                                               Its General Partner


                                       By:     /s/ Michael D. Weiner
                                               ---------------------------------
                                               Michael D. Weiner
                                               Vice President