Page 1 of 6 Pages

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

                                 SCHEDULE 13D

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

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

                                 COMMON STOCK
             -----------------------------------------------------
                         (Title of Class of Securities)

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

                  Linda S. Martinson, Esq. (212) 583-2000
                767 Fifth Avenue, 24th Floor, New York, NY 10153
             -----------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 MAY 16, 1997
             -----------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*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
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).

                                                    SEC 1746 (12-91)

                            Schedule 13D, Amendment No. 2(continued)

CUSIP No.  91879Q109                       Page 2 of 6 Pages
- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      
       Ronald Baron
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [  ]
                                                             (b)  [  ]
- --------------------------------------------------------------------------------
   3   SEC USE ONLY

- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS

       OO
- --------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
       2(C) OR 2(E)    [ ]

- -------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       USA
- --------------------------------------------------------------------------------
   NUMBER OF      7    SOLE VOTING POWER
     SHARES              115,000
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER
      EACH             4,128,500
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER
      WITH               115,000
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER
                       4,128,500
- --------------------------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       4,243,500
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       12.7%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON*

       IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT


                                             Page 3 of 6 Pages

Item 1.   Security and Issuer
          (a)  Name of Issuer:
               Vail Resorts, Inc.
          (b)  Address of Issuer's Principal Executive Offices:
               Post Office Box 7
               c/o Anacoda Towers
               Vail, CO 81658
          (c)  Title and Class of Securities:
               Common Stock

Item 2.   Identity and Background
          (a)  Name:
               Ronald Baron
          (b)  Business Address:
               767 Fifth Avenue
               24th Floor
               New York, NY 10153
          (c)  Present Principal Employment:
               President: Baron Capital Management, Inc., BAMCO, Inc.,
               Baron Capital, Inc.
               767 Fifth Avenue
               24th Floor
               New York, NY 10153
          (d)  Record of Convictions:
               No material change.
          (e)  Record of Civil Proceedings:
               No material change.
          (f)  Citizenship:
               No material change.

Item 3.    Source and Amount of Funds or Other Consideration
           Reporting Person owns no shares of the issuer directly.
           As General Partner of Baron Capital Partners, L.P., and
           Baron Investment Partners, L.P., (the "Partnerships") investment
           partnerships, he directed the purchase of 115,000 shares for the
           account of the Partnerships for an aggregate purchase price of
           $2,432,756.  Those shares were paid for by cash assets in the
           Partnerships' account and by margin borrowings pursuant to the
           standard margin agreement of Spear, Leeds and Kellogg.  An
           additional 3,637,500 shares were purchased for an aggregate purchase
           price of $73,609,758 for the accounts of two investment
           companies registered under the Investment Company
           Act of 1940, Baron Asset Fund and Baron Growth & Income Fund,
           which are advised by BAMCO, Inc. ("BAMCO"),
           a registered investment adviser which is controlled by Ronald Baron.
           An additional 491,000 shares were purchased for an aggregate
           purchase price of $9,794,498 for the accounts of investment
           advisory clients of Baron Capital Management, Inc. ("BCM") a
           registered investment adviser controlled by Ronald Baron. 
           All of those shares were paid for by cash in the accounts of the 
           investment companies and advisory clients.
   
  Item 4.  Purpose of Transaction
           No material change.
           




         
                                                          Page 4 of 6 Pages

  Item 5.  Interest in Securities of the Issuer
           (a) Amount and percentage beneficially owned:
               Reporting Person: (i)4,128,500 shares in his capacity as a
               controlling person of BAMCO and BCM. Reporting Person disclaims
               that he is the beneficial owner of these shares. (ii) 115,000
               shares in his capacity as General Partner of BCP and BIP.
               (iii) no shares personally.
           (b) Number of shares as to which such person has:
               (i)   sole power to vote or direct the vote:
                         115,000
               (ii)  shared power to vote or direct the vote:
                       4,128,500
               (iii) sole power to dispose or to direct the disposition:
                         115,000
               (iv)  shared power to dispose or direct the disposition:
                       4,128,500
               Reporting Person may be deemed to share power to vote and
               dispose of shares referred to herein as a result of his 
               control of the investment advisers for whose advisory clients
               he is reporting. He may be deemed to have sole power to vote
               and direct the disposition of the shares referred to above to
               by reason of being a general partner of the Partnerships.
           (c) A schedule of transactions effected in the last twelve days is
               attached hereto.
           (d) Ownership of More than Five Percent on Behalf of Another Person:
               The investment advisory clients have the right to receive the
               dividends from, or the proceeds from the sale of the securities
               in their respective accounts. To the best of Reporting Person's
               knowledge, no person has such interest relating to more than 5%
               of the outstanding class of securities, except that Baron Asset
               Fund owns 3,477,500 (10.4%) of the shares reported herein.
           (e) Ownership of Less than Five Percent:
               Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with
           Respect to Securities of the Issuer
           No material change.
  
Item 7.    Material to be Filed as Exhibits
           Exhibit 99 - 12 days of trading.
 
 Signature

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Date:     May 20, 1997

                                /s/ Ronald Baron
                                _______________________________________
                                Ronald Baron

Transaction Schedule
From 05-05-97 To 05-16-97
                    
           Acct                     Exec.
Date       ID  Trans        Qty    Price
- --------  ---- -----        ------ ---------
05-05-97  bcm4 by       7,500 21.0500
05-05-97  bcm4 by       2,500 20.3000
05-05-97  bcm4 by       2,500 20.3000
05-06-97  baf  by       6,400 21.5000
05-06-97  baf  by      13,200 21.5000
05-06-97  bcm4 by       2,500 21.8750
05-06-97  bgi  by       2,500 21.5000
05-07-97  baf  by      11,800 21.5114
05-07-97  bgi  by       2,500 21.5114
05-08-97  baf  by      35,500 21.3885
05-08-97  bcm4 by       2,500 21.3885
05-08-97  bcm4 by      10,000 21.3885
05-08-97  bgi  by      15,000 21.3885
05-09-97  baf  by       2,500 21.5000
05-12-97  baf  by      14,500 21.2607
05-12-97  bcp  by      25,000 21.2607
05-12-97  bgi  by       5,000 21.2607
05-12-97  bip  by      20,000 21.2607
05-13-97  baf  by      37,500 21.1785
05-13-97  bcm4 by      10,000 21.1250
05-13-97  bcp  by      10,400 21.1785
05-14-97  baf  by      50,500 20.9431
05-14-97  baf  by      40,000 20.7500
05-14-97  baf  by      20,000 20.7500
05-14-97  bcp  by       4,600 20.9431
05-14-97  bcp  by      10,000 20.7500
05-15-97  baf  by      47,000 21.0000
05-15-97  bcm4 by       1,000 21.0000
05-15-97  bcp  by      25,000 21.0000
05-16-97  baf  by      30,000 21.0000
05-16-97  bcp  by      20,000 21.0000