What do you do on a New England ski holiday if your right ankle is strapped and the rest of your party is romping on the slopes? What do you do when your spouse and your children head for the trails leaving you, the nonskier of the family, to write post cards? What do you do when the air is cold as dry ice and the kids can't feel their noses?

If you are in Vermont or New Hampshire, go shopping.

In both states, factory outlets and stores discounting a vast array of tempting products are springing up like sugar maples. Many are within easy reach of ski resorts and, properly tapped, they yield a sweet harvest of bargains for winter visitors.

Not everyone is delighted with the proliferation of outlets: Some Vermont communities, mindful of the protests of their own boutique owners and protective of their towns' upscale images, have already discussed steps to curb the outlets' further spread.

"We don't want to turn into North Conway," protested Louise Hughes of the Chamber of Commerce in Manchester, Vt. (not to be confused with Manchester, N.H.).

New Hampshire, as it happens, is perfectly happy to lay claim to North Conway, which is easily reached from Wildcat, Cranmore, Black Mountain and Attitash ski resorts, and to any number of other centers purveying designer clothes, woodware, pottery, crystal and much more to delight tourists.

Outside the White Mountain resorts (but worth a day trip on its own merits), the historic seaside town of Portsmouth houses the largest outlet mall in New England -- the Omne Mall, off the Spaulding Turnpike on Routes 16 and 4 -- with 184,000 square feet of stores discounting luggage, quality women's sportswear, yachting wear, shoes, electronic components, candy, jewelry, luggage, designer clothes, gifts and other products.

There is an additional discount built into every purchase made in New Hampshire: The state has no sales tax, which adds a 4 percent advantage when comparing identically priced goods purchased just over the state line in Vermont.

In Vermont, there are concentrations of retail clearance stores in the Burlington area, near Bolton Valley and Stowe; in Middlebury and Barre, accessible from Sugarbush and Mad River Glen; in Rutland, close to Killington and Pico ski centers; in Bennington and Brattleboro, within reach of Stratton Mountain; and, to the dismay of some, in and around Manchester, close to Bromley Mountain.

For anyone who forgoes a lift line for a manufacturer's line in either Vermont or New Hampshire, labels matter. So does quality. Depending on the store, stock may consist of factory overstocks, buy-outs, first-quality close-outs, discontinued styles or colors and/or "seconds" -- a designation that, in items like leather goods, can be a surface flaw evident only to a keen-eyed factory inspector.

In any store, however, it is wise to establish the ground rules from the start: What stock is carried? Is it first quality? Are any "irregulars" clearly marked? How large a discount is offered? Does the shop accept checks and/or credit cards? Can purchases be returned? Exchanged?

A current sampling of both states turned up a staggering number of chains purveying products at sizable discounts. Stores to look for include:

Designers Outlet (high-style fashions for men and women at 40 to 50 percent off, with such labels as Perry Ellis, Anne Klein II and Lanvin); Designer Factory Outlet (owned by Manhattan Factory Outlet), selling Manhattan shirts and a large selection of designer wear for men and women at 25 to 60 percent savings); Hathaway Factory Outlet (up to 50 percent off Dior, Chaps and, of course, Hathaway for men and women); Londontown Factory Outlet Store (50 percent markdown on London Fog raincoats, outerwear and leather wear for men and women); Seasons Best (factory store for Midshipman line plus fine women's suits, Tuscany twills and Iceland sweaters at 30 to 50 percent off); Polo Factory Outlet (Ralph Lauren fashions and furnishings for the whole family at 35 percent reduction).

Also: Dexter, Dunham, Bass and Timberland Factory Outlets (large markdowns on shoes, boots, clogs and, depending on the store, casual wear and sundries); Kids Port USA (children's apparel for ages 3 months to 14 at 30 to 70 percent off list); Dansk Factory Outlet (everything Dansk makes, from glassware to pots at 30 to 60 percent less); Barbizon Factory Outlets (40 percent off the entire Barbizon lingerie line, Hanes and other panty hose and sundries); Knitwits (Fair Isle Shetland sweaters, ski knitwear, outerwear and accessories at 40 to 60 percent reductions); and Bates Mill Store (Bates bedspreads, sheets and comforters and linens for kitchen and bath at 30 to 40 percent markdowns).

Beside chains such as these, there are any number of smaller outlets that are unique and of special interest. These include family factories demonstrating the making of regional specialties and small workshops that fit gracefully into a day's tour.

New Hampshire, with its industrial economy, has fewer artisan enterprises than Vermont. Here are some of those operating in each state:

*New Hampshire: Half an hour's drive from ski country is Ayotte's Designery, shop and studio, in Center Sandwich near Route 93. The Ayottes, husband and wife, produce hand-woven clothing, tapestries, place mats and gift items that they sell at 50 percent of retail.

Schillereff Leather Works is an hour from ski areas, in Wolfeboro on Center Street, Route 28. The Schillereffs sell their handcrafted handbags, wallets, belts and accessories at 30 percent off retail. The workshop is closed from Feb. 21 to March 21.

For those headed farther south, toward Boston, there is David Emerson's workshop producing fine Shaker reproductions and bentwood accessories, selling at about 20 percent off retail. He is to be found off the Concord Exit on Route 93, about 1 1/4 miles north of the Shaker Village in Canterbury.

American Traditional Stencils sells brass stencils and decorative stenciled items at its factory on Route 4 in Northwood, between Concord and Plymouth. Discounts on odd lots, unpackaged items and some seconds and irregulars range up to 75 percent.

*Vermont: In Burlington, The Cheese Outlet at 398 Pine St. sells gourmet foods at close-out discounts, quiches that won't "weep," and a Vermont Velvet cheesecake that feeds 20 for $15.

South Burlington is, a bit confusingly, east of Burlington, convenient to Bolton Valley and not far from Sugarbush, Stowe and Mad River Glen. Its Factory Outlet, at 516 Shelburne Rd., includes Shapes, which carries leotards and dancewear at 50 to 70 percent off; Labels for Less, selling designer wear for sizes 16 and up; and the Nutcracker Sweet, where the fifth pound of all nuts and candies is free -- an offer that includes purchases of the store's own 18-ounce chocolate "computer" and its edible diskettes, packed two to a half pound.

Down Route 7, in Middlebury, is the only U.S. factory making Austria's Geiger boiled wool sportswear for men and women; and its only factory outlet is in the Bootery downstairs in the Ski Haus, on Main Street, minutes from the famed State Craft Center at Frog Hollow. Discounts run 30 to 60 percent off retail, with men's jackets a hot item.

The Marketplace at Bridgewater Mill, 10 miles from Killington, started out as a Victorian woolen factory and has just reopened as a local crafts outlet with 20 small shops sharing a single checkout. Factory outlets -- Kids Port USA, Manhattan Factory Store and Dunham Shoes among them -- are housed in another wing.

The Ski Shack, at Route 4 and Killington Road, is worth a trip if only because it's so well stocked (it bills itself as America's largest ski wear shop). It offers discounts of 15 to 50 percent on Nordica boots, Dynastar and Rossignol skis.

Woodstock Avenue is a continuation of Route 4. At 179, in Rutland, Vermont Canvas Products sells its carryalls, from luggage to skate bags, at 25 percent reductions.

In Dorset, on Route 30, convenient to Bromley Mountain, J.K. Adams makes and sells fine wooden trays, cheeseboards and other housewares at 20 to 50 percent off.

In Manchester Center, the Manchester Wood Factory Store, at Routes 11 and 30, purveys pine, oak and maple butcher block folding snack tables, accessory carts and outdoor furniture plus housewares at 20 to 60 percent discounts. And nearby (along with a number of other excellent outlets), a little family business, Woodcrafters, sells splendid toys and other woodenware at 40 to 50 percent off retail.

A good, moist Colby-style cheddar is made (and sold at 15 percent off) at the Crowley Cheese factory, Vermont's oldest, in Healdville, about midway between Pico and Stratton Mountain, using the old cheesemaking presses and tools. Best tour hours: 10:30 a.m. to 1 p.m.

Bennington Potters, makers of outstanding stoneware tableware, offer first-quality specials and sell their "seconds" at 40 percent off both in Bennington and in their outlet at 127 College St. in Burlington.

The Vermont Soapstone Co., in Perkinsville, is near Okemo Mountain and the New Hampshire border. It sells soapstone products, from griddles to foot warmers, at 20 percent off retail.