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                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                             FORM 10-K
                              
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
     AND EXCHANGE  ACT OF 1934

            FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
                              
OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934
                              
                   COMMISSION FILE NUMBER 0-25990
                              
                            INTRAV, INC.
       (Exact name of registrant as specified in its charter)
                              
               MISSOURI                      43-1323155
     (State or other jurisdiction         (I.R.S. Employer
    of incorporation or organization)   Identification No.)

              7711 BONHOMME, ST. LOUIS, MISSOURI 63105
              (Address of principal executive offices)
                              
                           (314) 727-0500
         Registrant's telephone number, including area code
                              
    SECURITIES REGISTERED PURSUANT OF SECTION 12(b) OF THE ACT:  None
                              
       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                              
                           Title of class
                           --------------
               COMMON STOCK, PAR VALUE $.01 PER SHARE

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

                     Yes [ X ]        No [   ]
                              
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [ X ]

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 29, 1999 was approximately $20.5 million. 
The amount shown is based on the closing price of $16.75 per share of
Common Stock on the Nasdaq National  Market on March 29, 1999.
As of March 29, 1999, there were 5,114,200 shares of the registrant's
Common Stock outstanding.
                              
                DOCUMENTS INCORPORATED BY REFERENCE
                              
Parts I, II and IV of this Form 10-K incorporate by reference certain
information from the registrant's 1998 Annual Report to Shareholders. 
Part III of this Form 10-K incorporates by reference certain information
from the registrant's Proxy Statement for its 1999 Annual Meeting of
Shareholders to be held on May 21, 1999.


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Unless the context otherwise indicates, all references in this document
to the  "Company," "INTRAV," "we," "us," and "our," mean Intrav, Inc.
and INTRAV's wholly-owned subsidiaries.  Statements in this document
which contain more than historical information may be considered
forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) which are subject to risks and
uncertainties.  Forward looking statements involve risks and
uncertainties that could cause actual results to differ materially from
those in the forward-looking statements.  Potential risks and
uncertainties include such factors as unanticipated catastrophic events;
changes in program costs and fluctuations of currency exchange rates;
loss of key travel suppliers; ongoing access to the Concorde in the
United States; competition within the travel industry; loss of key
personnel; liability claims by travelers; loss of one or more of the
Company's ships; regulations relative to the operation of passenger
vessels and charters; Year 2000 risks; general economic conditions; and
other risks described from time to time in the Company's filings with
the Security and Exchange Commission.  In addition, the forward-looking
statements assume the continued operation of our three ships consistent
with their recent capacities and cruise price levels, and the
commencement of operations of our M/S Clipper Odyssey in November 1999. 
These forward-looking statements represent the Company's judgement as of
the date hereof.

                               PART I

Item 1.  BUSINESS

INTRAV designs, markets and operates deluxe, escorted, worldwide travel
programs and cruises. We provide a diverse offering of programs
primarily to affluent, well-educated, mature individuals in the United
States who desire substantive travel experiences. Our small cruise ship
programs allow our travelers to visit secluded places of natural beauty
and cultural interest aboard our four owned and operated ships and
others that we charter. We also offer programs that use privately
chartered jet  aircraft which allow our travelers to visit locations not
as conveniently or comfortably served by commercial airlines. Our 1998
programs included, for example, cruises in Antarctica, New Zealand and
Alaska, around-the-world trips by supersonic Concorde, tours of Africa
aboard a privately chartered and reconfigured L-1011 jet aircraft, and
river cruises in Europe and Russia. We reported total revenues of $126.0
million in 1998 and, from 1996 to 1998, our income before extraordinary
item has grown at a compound annual rate of 39.0% from $3.5 million to
$6.8 million.
 
     Founded in 1959, INTRAV has 40 years of experience in designing
and operating high quality programs that offer distinctive attributes
for the discerning traveler who prefers an intimate and enriching travel
experience. In 1998, these programs generally ranged in price from
$2,000 to $58,000 per passenger. With our focus on small ships and
privately chartered jet programs, we seek to provide an attractive
alternative to big-ship cruises (ships that carry 400 or more
passengers) and other travel programs offered to the mass travel market
in the United States.
 
     Our typical traveler is affluent and over the age of 55. U.S.
Census estimates show that the segment of the population between ages 55
and 74 is expected to grow from 41.0 million in 1998 to 48.0 million in
the year 2005, and to 73.1 million in 2020. According to the Travel
Industry Association of America, from 1993 to 1997 the number of
travelers in the United States age 55 and older increased 31% while the
overall number of travelers in the United States increased by only 19%
during the same period.  Also, according to the Travel Industry
Association of America, domestic travel spending increased from $308.0
billion in 1992 to $408.2 billion in 1997. We believe that these
demographic, travel and spending trends support future travel growth in
our target market and opportunities to expand our program offerings in
the future.
 
     In December 1996, we acquired Clipper Cruise Line, Inc. which
offered cruise programs in the United States, Central America and the
Caribbean Islands on its two small cruise ships, the M/V Nantucket
Clipper and the M/V Yorktown Clipper. The acquisition of Clipper
provided us with additional products and expertise in the small-ship
cruise market and expanded our distribution capabilities through
Clipper's travel agent network. Since the Clipper acquisition, we have
expanded our small-ship programs through the acquisition of two
additional small cruise ships, the M/S Clipper Adventurer, which began
operations in April 1998, and the M/S Clipper Odyssey, which we will
begin operating in November 1999.

COMPANY BACKGROUND

Throughout our history, INTRAV has been a leader in creating unique
tours for travelers.  From inception until 1967, we operated a regional
group tour business.  INTRAV was an early participant in the field of
comprehensive international air charter leisure holidays, launching a
back-to-back (multiple charters of the same tour) charter series of nine
Boeing 707 flights to Tokyo and Hong Kong in 1967.  After the successful
operation to the Orient, we expanded the concept of back-to-back air
charter operations to South America, Africa, the South Pacific,
Scandinavia and Europe.  

In 1971, we introduced our "air/sea cruise" travel concept.  We
developed all-inclusive travel package tours, a combination of round-
trip charter flights plus a two-week cruise in the Mediterranean Sea. 
In 1977, we again expanded the concept of back-to-back charter
operations when we operated a series of five Boeing 707 back-to-back
charter flights around the world.
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With deregulation of the airline industry in the late 1970s, we
converted all of our travel programs to scheduled air carriers utilizing
our strength in itinerary planning, customer base, strong financial
condition and high service reputation.  We also adopted and further
developed the "river cruise" concept.  These programs include cruising
on the inland waterways of Europe, Russia and China, including the
Danube River/Black Sea Cruise which we have offered since 1979.

In 1987, we developed the first "Around the World by Supersonic
Concorde" travel program.  For this program, customers fly on a
chartered supersonic Concorde jet to various attractive locations while
circumnavigating the globe.  Since 1987, we have operated 24 of these
tours, and are again offering three departures of this travel
opportunity in 1999.  

On December 31,1996, INTRAV acquired Clipper Cruise Line, Inc.
("Clipper", which term also includes the INTRAV subsidiaries Clipper
Adventure Cruises, Inc., Republic Cruise Line, Inc., and Liberty Cruise
Line, Inc.) which is a leading designer, organizer, marketer and
operator of deluxe escorted domestic and international small-ship
cruises and tours.  The acquisition of Clipper included its two cruise
ships, the Nantucket Clipper and the Yorktown Clipper.

In 1997, INTRAV, through its subsidiary Clipper Adventurer Ltd.,
acquired the 122-passenger Clipper Adventurer which began service in
1998.  During 1998, INTRAV through its subsidiary Clipper Odyssey, Ltd.,
acquired a fourth ship, the 120-passenger Clipper Odyssey which we will
begin operating in November 1999.

OPERATING STRATEGIES
 
     Our objective is to build shareholder value by providing
distinctive high-quality travel programs and cruises to our travelers.
To pursue this objective, we have developed the following operating
strategies:
 
*    Focus on small-ship and private jet programs. By designing and 
     operating high quality and distinctive small-ship and private jet
     programs, we offer travel experiences not readily available from
     other providers. Through this focus, we seek to provide our
     targeted travelers with a diverse selection of program offerings,
     each representing a unique travel experience. We believe that some
     travelers are attracted to the prestige of our travel programs-for
     example, Around the World by Supersonic Concorde-while others are
     most interested in the content of our programs-for example, a
     small-ship cruise to Antarctica accompanied by expert lecturers
     and guides.
 
*    Reduction of big-ship cruise offerings. We have reduced and will 
     continue to reduce the number of big-ship cruises we offer. In
     recent years, large cruise ships have continued to grow in size
     and passenger capacity. The cruises on these ships have
     increasingly focused on entertainment and on-board activities,
     often including casinos and nightclubs, rather than the type of
     experiential travel opportunities generally desired by our
     travelers. As a result, we have reduced the number of big-ship
     cruises we offer in order to focus on distinctive travel programs
     such as small-ship cruises and private jet adventures. In
     addition, our big-ship cruise business has become less profitable
     as the industry has become more crowded, relied upon discounting
     to attract passengers and focused on incremental opportunities to
     capture travel revenues through on-board activities.
 
*    Attention to customer satisfaction. Customer satisfaction and 
     first-class service have been and will continue to be critical to
     our business. In order to maintain high customer satisfaction, our
     programs include precisely executed itineraries that are unique
     and culturally enriching, first-class transportation and
     accommodations and highly trained travel and cruise directors,
     expedition leaders and local hosts. Our customer satisfaction
     focus begins in the detailed program development stage and
     continues through to the conclusion of each program. We believe
     this focus not only enhances our travelers' experience, but serves
     as a marketing opportunity through positive "word of mouth"
     endorsements by our travelers. As a result of our efforts, more
     than one-third of our travelers in 1998 were repeat customers.
 
*    Emphasis on efficient marketing efforts. We market our travel 
     programs through affinity groups, travel agents and directly to
     potential travelers. This diversity of distribution channels
     allows us to manage our promotional efforts to optimize the number
     of travelers per marketing dollar expended. Our marketing efforts
     are focused on direct-mail campaigns that effectively utilize
     internal resources including brochure development, mailing list
     management and targeted distribution. We access the member lists
     of our affinity groups and travel agents to identify and target
     individuals and groups of individuals that meet the demographic
     makeup of our typical customer. In addition, we use our
     demographic resources and market knowledge to develop and access
     narrowly focused mailing lists, resulting in better response rates
     from our direct marketing efforts.
 


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GROWTH STRATEGIES
 
     In order to achieve future growth, we have adopted several
strategies that we believe will complement the identified demographic
trends in our targeted market segment. These strategies include:
 
*    Developing and expanding program offerings. In order to attract 
     and accommodate future customers, we intend to expand the scope
     and number of our travel program offerings. By continually
     evaluating emerging trends through various means, including travel
     industry relationships, in-house research and customer travel
     questionnaires, we are able to develop and provide a diverse array
     of programs for our customers. We continually strive to identify
     opportunities that are created by infrastructure development in
     specific geographic areas that were previously unavailable to our
     travel customers. For example, the Main-Rhine-Danube Canal in
     Europe opened in 1993 and allowed us to develop a range of new
     itineraries. 
 
*    Expanding and maximizing utilization of distribution channels. We 
     intend to develop new travel customers by increasing targeted
     marketing of our programs through an expanded and enhanced travel
     agent network, selected affinity group relationships and to our
     past traveler base. By carefully cultivating and expanding upon
     our established travel agent relationships, we plan to distribute
     additional travel programs through such channels. We will also
     continue to introduce Clipper brand small-ship cruises to affinity
     groups to which Clipper had not historically marketed. In many
     cases, the Clipper product offerings replace lower-yielding,
     lower-profit big-ship cruises with higher-yielding, higher-profit
     small-ship cruises. 
 
     We recently began to market small-ship cruises and private jet
     programs to companies offering travel to their employees and
     others as incentives. We believe that the smaller size of our
     private jet programs and small-ship cruises are conducive to
     incentive travel because a client can fill an entire program or
     cruise, allowing easy customization and coordination of deluxe
     programs. In addition, we believe our emphasis on and reputation
     for providing quality programs and service is attractive to
     companies that wish to provide a first-class incentive program.
 
*    Enhancing our brand name recognition. We plan to create and pursue 
     marketing initiatives to enhance our brand name recognition
     throughout our distribution channels. Traditionally, the INTRAV
     name was not aggressively advertised to the traveler as marketing
     was primarily conducted under affinity group names. As our
     distribution capabilities have expanded, we have begun marketing
     the INTRAV brand name through targeted television advertisements
     to selected geographic markets and through public relations
     efforts in the consumer and trade press. We believe that our
     efforts to create greater public awareness of our brand will
     contribute positively to our overall marketing efforts and
     generate franchise value for the INTRAV brand of travel programs.
 
*    Pursuing acquisitions of additional ships and travel businesses. 
     We continually evaluate opportunities to acquire additional small
     cruise ships that we believe can support future growth. We may
     acquire one or more additional small cruise ships in order to
     provide greater geographic coverage and additional programs for
     our customers. We believe that owning our ships facilitates
     quality assurance of the travel experience on a constant basis
     while providing programming and strategic flexibility.
 
     We also continue to identify and explore acquisitions of other
     travel service businesses that offer a strategic fit. Future
     acquisition candidates may be considered to the extent that they
     increase the inventory of desired travel programs, expand the
     potential traveler base or distribution channels and allow us to
     leverage overhead expenses. At this time, we are not in
     negotiations to acquire any additional ships or businesses.
 
PROGRAM DEVELOPMENT AND MANAGEMENT
 
     In designing our programs, we coordinate the following activities:
choosing distinctive and attractive destinations; planning the day-to-
day itinerary; and determining which travel components will be included
in a certain travel program. We continually evaluate political climates
and consumer demand trends in the travel industry through comprehensive
research including direct observations, trade journals, travel brochures
and publications, attending trade shows, evaluating the results of our
traveler questionnaires, consulting with domestic and overseas suppliers
and through relationships with sponsoring associations. We utilize those
resources along with our employees' extensive travel experiences to
select destinations that will be attractive to our customers.
 
     As destinations are selected, our program planning staff works
closely with experts to develop the itinerary for a specific
destination. We oversee all aspects of program operations, including
hotels, ships, trains, aircraft (for private charter programs) and other
services. Based on industry standards, location, value, availability and
past customer ratings, we negotiate with suppliers, including commercial
airlines and other commercial carriers, and then select hotels, ships,
trains, aircraft and other


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components of our travel programs. Once a travel program has been
developed, our program planning staff systematically visits each
proposed destination to ensure that all accommodations and services meet
our quality and design standards for each travel program. We believe
that our ability to make "bulk" purchases and commitments, as well as
our established industry position, results in favorable supplier
relationships leading to benefits in costs, quality and flexibility
which ultimately benefit our travelers.
 
     One of our travel directors accompanies each tour in order to
provide incremental customer service and to ensure that the highest
possible level of service is maintained. In addition, on many programs
we provide educational and cultural enrichment lectures to provide a
traveler with insight on the places he or she visits. For many
destinations, we hire local hosts and the best available professional
guides to better connect the traveler to the destination. In certain
geographic areas, we employ destination managers to provide value-added
assistance based on the demands or opportunities presented by the
location of the program.
 
     At the conclusion of each travel program, we generally distribute
a questionnaire to each of our travelers to solicit their input on the
quality of the program. We then review each completed questionnaire
looking for specific suggestions or areas of concern and consider such
input for the purpose of modifying existing programs and designing our
future programs. Results of questionnaire responses show that a majority
of our travelers rate their overall travel experience as "excellent,"
the highest rating possible.
 
PRODUCTS AND SERVICES
 
    We operate in one business segment. Although we primarily manage our
operations on a trip-by-trip basis, for ease of presentation, we have
classified the trips based on the primary mode of transportation. The
primary modes of transportation consist of small ships, private jets and
other, including big ships.
 
*    Small-Ship Adventures. Our small-ship adventures use small ships 
     and riverboats to explore historic and/or remote locations that
     typically cannot be visited by big cruise ships. Small-ship
     adventures feature an unregimented and leisurely ambience, single-
     seating dining and highly personalized service. Our travel
     directors accompany travelers on the small-ship adventures, seeing
     to traveler needs as well as ensuring precise execution of
     scheduled excursions and lectures by our expedition leaders and
     on-board specialists. In 1999, our small-ship adventures include
     55 itineraries and 172 departures and range in price from $1,200
     to $17,000.
 
     Most of the vessels used for our small-ship cruises carry fewer
     than 160 passengers. We own and operate three small cruise ships,
     the M/V Nantucket Clipper, the M/V Yorktown Clipper and the M/S
     Clipper Adventurer. We recently purchased a fourth cruise ship,
     the Oceanic Odyssey, which we will rename the M/S Clipper Odyssey
     and which we will begin operating in November 1999. We also
     charter small ships and vessels, including riverboats used to
     cruise the waterways of Europe. The following table offers certain
     information regarding our company-owned cruise ships:

<TABLE>
<CAPTION>
                      PASSENGER                  YEAR     
         SHIP           COUNT    REGISTRY       BUILT       LENGTH      DRAFT             CHARACTERISTICS
         ----           -----    --------       -----       ------      -----             ---------------
<S>                      <C>     <C>          <C>          <C>         <C>          <C>
M/V Nantucket Clipper    100       U.S.          1984      207 feet     8 feet      Certified for coastwise
                                                                                      international service.

M/V Yorktown Clipper     138       U.S.          1988      257 feet     8 feet      Certified for coastwise
                                                                                      international service.

M/S Clipper Adventurer   122      Bahamas      1975<F1>    330 feet    16 feet      Certified for international service
                                                                                       with ice strengthened hull.

M/S Clipper Odyssey<F2>  120      Bahamas        1989      338 feet    14 feet      Certified for international service.

<FN>
______________

<F1> The M/S Clipper Adventurer underwent a complete restoration in
1998.
<F2> We have chartered the M/S Clipper Odyssey on a bareboat basis (i.e.,
without crew or provisioning), to its former owner until November 1, 1999.
</TABLE>


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     Our two U.S. flag vessels, the M/V Nantucket Clipper and the M/V
     Yorktown Clipper, have a competitive advantage in the United States
     versus foreign flag vessels in that under U.S. law, U.S. flag ships may
     embark and disembark passengers in U.S. ports without calling at any
     foreign ports, while foreign ships may not. In addition, the shallow
     drafts of our U.S. flag vessels allow us to offer certain cruises along
     the East coast of the United States that are inaccessible to vessels
     with drafts of more than eight feet regardless of their flag.
 
     Our U.S. flag ships travel the historic waterways of North America and
     the secluded islands, coves and beaches of the Caribbean Islands,
     Central America and northern South America. From March through November,
     a traveler can choose from 20 itineraries in North America, ranging from
     five nights cruising the Sacramento River and Napa wine country to two
     weeks along the Atlantic seaboard. Other areas visited include Alaska
     and the Pacific Northwest, the Sea of Cortez, the Great Lakes, Maritime
     Canada, New England, Chesapeake Bay and the Antebellum South. During the
     winter months, we offer week-long cruises on the M/V Nantucket Clipper
     and the M/V Yorktown Clipper through the U.S. and British Virgin Islands
     and the West Indies. We also offer nine- to 12-day wildlife adventure
     cruises with destinations to Costa Rica, Panama's Darien Jungle,
     Venezuela's Orinoco River Delta and Trinidad. 
 
     Our 122-passenger M/S Clipper Adventurer, which began her inaugural
     season in April 1998 with a series of cruises including the Iberian
     Peninsula, coastal France and the Norwegian coast, offers the widest
     range of destinations. The M/S Clipper Adventurer travels around Europe
     from April to June, Greenland and the Arctic during July and August, the
     eastern United States in September, South America in October and
     November and Antarctica during the austral summer. With its ice-
     strengthened hull, the M/S Clipper Adventurer is one of few passenger
     vessels that offers in-depth expedition cruises to arctic destinations.
 
     Commencing in November 1999, we plan to offer additional small-ship
     adventures on the M/S Clipper Odyssey in the Orient, South Pacific,
     Australia and New Zealand.
 
*    Private Jet Adventures. Our private jet adventure programs provide 
     highly specialized, exclusive tours by which travelers board a
     chartered Lockheed 1011 wide-body (reconfigured to accommodate 88
     instead of the standard 362 travelers), a smaller chartered Boeing
     737 (reconfigured to accommodate 44 instead of the standard 120
     travelers) or a chartered supersonic Concorde jet. These tours
     permit our travelers to visit multiple sites with convenience and
     comfort "beyond first class."  Our private jet programs include:
     Around the World by Private Concorde, a 24-day program with stops
     in Hawaii, New Zealand, Australia, China, Hong Kong, Kenya and
     France which has sold out each of the 24 times it has been
     operated since its introduction in 1987; On Safari in Africa by
     Private Jet and the Legendary Blue Train, a three-week tour of
     Africa which was introduced in 1997; Around the World by Private
     Jet, a special golf tour allowing for play at eight of the world's
     most prestigious golf courses; and Southern Europe from Biarritz
     to the Bosporus, an 18-day program which enables travelers to
     access locations in Europe in time frames that would not be
     possible via commercially scheduled airlines. In 1999, our private
     jet adventures include nine itineraries and 15 departures ranging
     in price from $6,200 to $75,000.
 
*    Other Travel Programs. Our other travel programs include 
     specialized  tours to destinations in Africa, Europe, Asia and the
     South Pacific. We limit participation per departure, use first-
     class accommodations and offer tours of longer duration than many
     other tour companies, permitting our travelers to experience a
     more in-depth understanding of a visited locale.
 
     Our On Safari with INTRAV programs in Africa provide up close
     game-viewing opportunities, convenience and distinctive
     accommodations. With an emphasis on comfort, travelers visit game
     reserves and wildlife parks, including Namibia's Etosha National
     Park, Botswana's Chobe National Park and Moremi Wildlife Reserve,
     along with more traditional destinations such as Victoria Falls
     and Mount Kenya Safari Club. In order to maximize comfort and
     minimize lengthy minivan rides, participants spend nights at
     exclusive lodges and tented camps and travel in light aircraft. We
     have organized group travel to Africa since the 1960s, and use our
     operational experience to create travel programs that we believe
     are distinct from those offered by other travel providers. In
     1999, we offer four On Safari with INTRAV programs with 39
     departures ranging in price from $4,000 to $7,700. 
 
     Our INTRAV Adventure Edition programs include adventures in Asia
     such as a 17-day Yangtze River program, a 16-day tour of India,
     Thailand and Nepal or a 16-day adventure combining visits to Bali
     and Vietnam with a cruise to Java and Singapore. In the South
     Pacific, participants may take 18-day tours to Auckland,
     Queenstown, Milford Sound and Christchurch, New Zealand,
     Melbourne, Cairns and Sydney, Australia and Nandi, Fiji. We also
     offer in 1999 a new, two-week tour of Australia and New Zealand,
     including four days aboard a 44-passenger vessel that will explore
     a portion of the 1,250-mile-long Great Barrier Reef. In 1999, we
     are offering eight INTRAV Adventure Edition programs with 38
     departures ranging in price from $5,700 to $10,500.
 
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     Historically, we have offered big-ship cruises. However, we are
reducing the number of big-ship cruises we offer in order to concentrate
on our travel programs described above which we believe are more
profitable as well as more distinctive and attractive to our target
customer.
 

MARKETING AND SALES
 
     We market our travel programs through affinity groups, travel
agents and directly to individual customers. Recently, we established an
effort to market our programs to the corporate incentive market. Our
affinity group relationships have been developed over our 40 years of
operations. Our travel agent network was initially developed through the
marketing of our Clipper small-ship cruises. As we seek to increase
distribution in these areas, we believe there is substantial opportunity
to expand cross-marketing of our programs and to further expand these
distinct distribution channels.
 
     Our sales force operates in the United States and Canada to
solicit sponsorship of tours and cruises through affinity groups in the
alumni, educational, cultural and professional markets. Our marketing
representatives work closely with representatives from affinity groups
to design marketing efforts, primarily direct-mail, targeted to the
travel interests of their members. The affinity group market provides an
efficient means of identifying potential customers that fit our typical
customer profile. In turn, we provide affinity groups with organized and
efficient means of providing meaningful  travel programs to their group
members. We have long-standing relationships in the affinity group
market and believe that we have established a reputation for providing
high-quality travel programs. We continually evaluate the results of our
marketing efforts with affinity groups to assess which groups are
generating an appropriate level of participation. We intend to continue
to focus on  marketing to those affinity groups with the highest
response rates.
 
     Our sales force solicits travel agents in the United States and
Canada on a targeted basis, contacting only those agents we believe have
clients that fit our customers' demographic profile and are likely to
purchase travel programs from us. As a result, we currently use less
than 15% of the travel agents in the United States to access the general
public. We believe our offerings are attractive to travel agents because
the pricing of our travel programs allows the travel agent to generate
more commission revenue per program booked than many alternative travel
products. In addition, because big-ship cruise prices include a smaller
fraction of the traveler's total vacation costs (due to the emphasis by
big-ship cruise lines on on-board sales) the "all-inclusive" prices
of our small-ship cruises enable agents to receive larger commissions.
Also, since the transportation, accommodations and amenities of our
travel programs are pre-packaged and meet our high quality standards,
the travel agent is not required to expend time coordinating logistics
to assure that his or her client will receive a quality experience.
 
     Recently, we started marketing small-ship cruises and private jet
programs to companies seeking to arrange incentive based travel for
their employees and others whom the companies wish to reward. We believe
the smaller size of our travel programs offers companies the opportunity
to fill entire small-ship and private jet programs with their employees
and others. This provides a more intimate setting in which companies can
customize travel programs as incentive based rewards.
 
     An important part of our marketing involves direct-mail
solicitation. We focus much of our direct-mail solicitation on former
travelers to whom we distribute large, inclusive, four-color catalogues
and smaller brochures targeted to the travelers' indicated interests.
WISDM, our proprietary internal database, helps us to access detailed
information concerning more than 200,000 past and potential travelers
for our direct-mail solicitation efforts. In addition to former
travelers, we also target members of select affinity groups and
customers of our travel agent network. Members of our sales force work
closely with affinity group administrative staff and travel agents to
design direct-mail campaigns based on the particular characteristics of
their members or customers. We also purchase and carefully screen third-
party vendor lists containing names of individuals with characteristics
closely matching those of past travelers for use in our direct-mail
solicitation efforts. 
 
     Our proprietary software and software licensed from third parties
allow us to avoid duplication of addresses and to standardize addresses
according to postal requirements to obtain savings on mailing costs. By
bar-coding the mailings and complying with other postal regulations, we
believe, based upon surveys we perform, that we have been able to
achieve efficiencies on low-cost, third-class bulk mailings. Marketing
materials are generally mailed nine to 15 months in advance of a
scheduled departure date. For 1998 programs, we increased our efforts to
better target our direct-mail solicitations in order to increase
response rates while decreasing the cost of direct-mail solicitation. As
a result, we mailed 20% fewer brochures and catalogs for our 1998
programs than we mailed for our 1997 programs while achieving increases
in gross profit in 1998.
 

<PAGE>
<PAGE>

     Our direct-mail, affinity group and travel agent solicitations are
supported by our 11-person sales force. The members of our sales force
have an average of more than eight years' experience with us. Our
marketing efforts are also supported by our personal service
representatives who are available to answer potential travelers'
specific questions about our programs.
 

COMPETITION 
 
     The travel industry is highly competitive. We believe that the
principal competitive factors in our target market are: (a) the
reputation of the program provider; (b) the uniqueness of the travel and
cruise programs offered; (c) the quality of the travel programs offered;
and (d) the customer's ultimate satisfaction. Although our industry is
highly fragmented, we have identified eight major direct competitors in
the tour operator market and nine principal competitors in the small-
ship cruise market. Our programs and cruises also compete against a wide
range of vacation alternatives, including big-ship cruises, destination
resorts and other travel programs. Certain competitors have greater
financial, marketing and sales resources than we do.

There can be no assurance that our present competitors or competitors
that choose to enter the marketplace in the future will not exert
significant competitive pressures on us.
 
EMPLOYEES
 
     As of March 1, 1999, we employed 335 people. We believe that our
relations with our employees are good. None of our employees are covered
by collective bargaining agreements.
 
GOVERNMENT REGULATION
 
     Our operations are affected by laws and regulations relating to
public aircraft charters, principally regulations issued by the U.S.
Department of Transportation. Among other requirements, such regulations
require us to file and receive approval of a charter prospectus and
other materials prior to our selling or offering to sell travel programs
which utilize chartered aircraft originating or terminating in the
United States. Such regulations also require us to maintain financial
protection for traveler advance payments for our chartered aircraft
programs originating or terminating in the United States. We have
established escrow arrangements to comply with these regulations. Under
these escrow arrangements, monies received from travelers are held in
escrow accounts until charter payments have been made.
 
     U.S. law requires that we maintain financial protection for
passenger advance payments for our cruises embarking in U.S. ports. We
have established escrow arrangements and surety bonds to comply with
this law. Under these arrangements, monies received from passengers for
cruises are held in escrow accounts or protected by surety bonds until
the respective cruises have been completed.
 
     As our ships operate in the territorial waters of the United
States, in  the territorial waters of foreign nations and in
international waters, we are subject to various federal and state
regulations, international conventions  and foreign laws which affect
the operations of our vessels.
 
     Our ships, and the ships that we charter, are subject to
regulation by the governments of the nations in which they are
registered. Of our four ships, two are documented in the United States
and two are documented in the Commonwealth of the Bahamas. The
International Maritime Organization ("IMO") has adopted regulations
governing many aspects of the construction and operation of ships,
including the required safety equipment on ships, the safety and
training of seafarers and safety management at the operating company of
the ships. For example, the IMO has adopted safety standards as part of
the International Convention for the Safety of Life at Sea ("SOLAS").
SOLAS imposes enhanced vessel structural requirements designed to
improve passenger safety. We are subject to the IMO's regulation because
both the United States and the Bahamas recognize such regulations. All
four of our ships carry Passenger Ship Safety Certificates issued under
the provisions of SOLAS.

     When any of our ships (or ships that we charter) are in another
nation's territorial waters, we are also subject to the regulations of
such nation. For example, our ships are subject to inspection by foreign
regulators to ensure compliance with safety and other regulations. Many
of the foreign nations that our ships visit have adopted the IMO
regulations.
 
     The U.S. Coast Guard conducts both scheduled and unannounced
inspections to determine compliance with these regulations and has the
authority to delay or suspend cruises. The U.S. flag vessels must be
drydocked for an external hull inspection every

<PAGE>
<PAGE>

year. The Bahamian flag vessels must be dry docked every two years. The
Coast Guard is empowered to change the interval between inspections. In
addition, when in U.S. waters, our vessels are subject to compliance
with U.S. laws and regulations, including those related to the
environment, health and safety. For example, when in U.S. waters the
U.S. Centers for Disease Control and Prevention inspects our ships to
ensure that there have been no outbreaks of communicable disease and
that we have complied with applicable sanitation regulations.
 
     American Bureau of Shipping, Lloyd's Register and Nippon Kaiji
Kyokai are independent organizations that set standards for the safety
and construction of ships for insurance and other purposes and classify
ships pursuant to those standards. Both the M/V Nantucket Clipper and
M/V Yorktown Clipper are classified +A1 Passenger Vessels+AMS by the
American Bureau of Shipping. They are certified for coastwise
international service by the U.S. Coast Guard. The M/S Clipper
Adventurer is classified A-1 ice class for unrestricted passenger
service by Lloyd's Register. The M/S Clipper Odyssey is classified for
full international voyage by Nippon Kaiji Kyokai.
 
     We believe we are in material compliance with these laws and
regulations and do not believe that future compliance with such laws and
regulations will have a material adverse impact on our financial
condition or results of operations.

Item 2.  PROPERTIES

    Our headquarters and principal operations are located in St. Louis,
Missouri, where we lease approximately 39,000 square feet of office
space under leases expiring December 31, 2001. Each lease provides an
option to renew, at our discretion, for an additional five-year period.
Lease payments in 1998 totaled $680,000. The leases provide for annual
rentals of $725,000 in 1999, subject to certain adjustments for taxes,
insurance, operating expenses and utilities. We believe that our
facilities are adequate for our current needs and that suitable
additional space would be available as required.

Item 3.  LEGAL PROCEEDINGS

     The Company currently is not a party to any legal proceedings,
other than ordinary routine litigation incidental to its business.  

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the Company's shareholders
during the fourth quarter of its year ended December 31, 1998.

Item 4a.  EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding the Company's executive officers is
contained in Item 10 of Part III of this Report (General Instruction G)
and is incorporated herein by reference.

                          PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

     The information required by this Item is set forth under the
caption "General Corporate Information" in the Company's 1998 Annual
Report to Shareholders and is incorporated herein by reference.

Item 6.  SELECTED FINANCIAL DATA

     The information required by this Item is set forth under the
caption "Five-Year Financial Highlights" in the Company's 1998 Annual
Report to Shareholders and is incorporated herein by reference.


<PAGE>
<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The information required by this Item is set forth under the
caption "Management's Discussion and Analysis" in the Company's 1998
Annual Report to Shareholders and is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company's principal interest rate risk is associated with its
long-term debt.  The Company has a $30.0 million revolving credit
facility with a bank which expires on November 1, 2003.  The Company may
select among various borrowing arrangements with varying maturities and
interest rates.  At December 31, 1998, the annual interest rates on the
borrowings ranged from 6.6% to 6.9%.  Assuming a hypothetical 1%
increase in the weighted-average interest rate during 1998, interest
expense would have increased $0.1 million.

The Company enters into non-U.S. currency commitments for the charter of
cruise ships and aircraft for its international travel programs.  The
Company may enter into forward contracts to buy foreign currency at a
stated U.S. dollar amount to hedge against fluctuating currency values. 
As of December 31, 1998, the Company had non-U.S. currency commitments
equivalent to $3.5 million, of which the Company has purchased forward
contracts with a U.S. dollar equivalency of $1.1 million.  Management
believes the fluctuation of the unhedged commitments would not have a
material effect on the Company's cash flows or earnings.


Item 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements of the Company and the notes
thereto required by this Item are set forth in the Company's 1998 Annual
Report to Shareholders and are incorporated herein by reference.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.


                              Part III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Certain information regarding directors and executive officers of
the Company is set forth under the headings "Proposal 1:  Election of
Directors" and "Compliance with Section 16(a) of the Securities Exchange
Act of 1934" included in the Company's Proxy Statement for the 1999
Annual Meeting of Shareholders and is incorporated herein by reference. 
The following information with respect to the executive officers of the
Company as of March 29, 1999, is included pursuant to Instruction 3 to
Item 401(b) of Regulation S-K.

The following table sets forth certain information regarding the
Company's executive officers, including their respective ages and
positions with the Company.

<TABLE>
<CAPTION>
      NAME                     AGE           POSITION
      ----                     ---           --------
<C>                            <C>           <S>
Paul H. Duynhouwer              64           President, Chief Executive Officer and Director
Wayne L. Smith II               49           Executive Vice President, Chief Financial Officer 
                                               and Director
Richard J. Hefler               49           Senior Vice President-Marketing and Sales
Michael F. Doiron               41           Senior Vice President-Finance
</TABLE>

     Paul H. Duynhouwer has served as President, Chief Executive
Officer and a Director of INTRAV since January 1997 and has worked in
the travel and cruise ship industries for over 39 years. He has served
as President of Clipper Cruise Line since 1989 and retains this position
in addition to his responsibilities at INTRAV. Prior to becoming
President of Clipper Cruise Line, Mr. Duynhouwer served as Executive
Vice President of Special Expeditions from December 1986 until August
1989. He was Senior Vice President of Clipper Cruise Line from June 1982
through November 1986.


<PAGE>
<PAGE>

     Wayne L. Smith II has served as Executive Vice President, Chief
Financial Officer and a Director of INTRAV since September 1997. Mr.
Smith served as Chairman, President and Chief Executive Officer of
Bekins Distribution Services, Inc. from January 1993 through December
1997 and President of Windsor Real Estate and Windsor Capital from
October 1989 through September 1997. Prior to joining Windsor, Mr. Smith
was a Vice President of Citicorp from September 1980 through September
1989.
 
     Richard J. Hefler has served as Senior Vice President-Marketing
and Sales of INTRAV since December 1997. Prior to December 1997, Mr.
Hefler served as INTRAV's Vice President of Marketing since September
1990. Prior to joining INTRAV, Mr. Hefler served as Director for North
America of the Victorian Tourist Commission of Australia and earlier as
Director of Marketing for the AARP Travel Service Division of Olson-
Travelworld.
 
     Michael F. Doiron has served as Senior Vice President-Finance of
INTRAV since July 1998. Mr. Doiron has served as Senior Vice President
and Chief Financial Officer of Clipper Cruise Line since January 1997.
He was Vice President and Controller of Clipper from February 1990 to
January 1997, and was Controller from September 1986 to February 1990.
Mr. Doiron joined Clipper in 1984 as Accounting Manager. Prior to
joining Clipper, Mr. Doiron was an Audit Senior for Ernst & Young.
 
Item 11.  EXECUTIVE COMPENSATION

     The information contained in the Company's Proxy Statement for the
1999 Annual Meeting of Shareholders under the caption "Executive
Compensation" is incorporated herein by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is set forth under the
heading "Holdings of Principal Shareholder and Management" in the
Company's Proxy Statement for the 1999 Annual Meeting of Shareholders
and is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is set forth under the
heading "Compensation Committee Interlock and Insider Participation" in
the Company's Proxy Statement for the 1999 Annual Meeting of
Shareholders and is incorporated herein by reference.



                              PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON 8-K

     The following is an index of the financial statements, schedules
and exhibits included in this Report or incorporated herein by
reference.

<TABLE>
<CAPTION>
(a)  1.  Financial Statements:                                                        Page
                                                                                      ----
<S>                                                                                   <C>
     Consolidated Balance Sheets -- December 31, 1998 and December 31, 1997           <F*>

     Consolidated Statements of Income -- For the year ended December 31, 1998,
     1997 and 1996                                                                    <F*>

     Consolidated Statements of Cash Flows -- For the year ended December 31, 1998,
     1997 and 1996                                                                    <F*>

     Consolidated Statements of Shareholders' Equity -- For the year ended December
     31, 1998, 1997 and 1996                                                          <F*>

     Notes to Consolidated Financial Statements                                       <F*>

     <FN>
     <F*> Incorporated in this Report by reference to the Company's 
          1998 Annual Report to Shareholders.
</TABLE>

     2.  Financial Statement Schedules:

     All schedules for which provision is made in the applicable
     accounting regulations of the Securities and Exchange Commission
     are not required under the related instructions or are
     inapplicable and, therefore, have been omitted.


<PAGE>
<PAGE>

     3.  Exhibits -- see the following Exhibit Index of this report.

     The following exhibits listed in the Exhibit Index are filed with
     this report:

     3(i)     (a) Restated Articles of Incorporation of the Registrant, 
              filed as Exhibit 3(i) to the Registrant's Registration
              Statement on Form S-1 (No. 33-90444), is incorporated
              herein by reference.

              (b) Amendment to Restated Articles of Incorporation of 
              the Registrant.
 
     3(ii)    (a) Amended and Restated Bylaws of the Registrant, filed 
              as Exhibit 3(ii) to Registrant's Registration Statement
              on Form S-1 (No. 33-90444), is incorporated herein by
              reference.

              (b) Amendment to Amended and Restated Bylaws of the 
              Registrant.

     10(i)    Amended and Restated Loan Agreement, dated October 30, 
              1998, between the Registrant and NationsBank, N.A, as
              amended by that certain Amendment Number One to Loan
              Agreement dated January 18, 1999.

     10(ii)   Agreement for Purchase and Sale of Stock by and among the 
              Registrant, Clipper Cruise Line, Inc., Republic Cruise
              Line, Inc., Liberty Cruise Line, Inc., Clipper Adventure
              Cruises, Inc., and Windsor Inc., dated November 13, 1996,
              as amended by that certain First Amendment, dated
              December 18, 1996, filed as Exhibit 10 to the
              Registrant's Current Report on Form 8-K dated January 14,
              1996, is incorporated herein by reference.

     10(iii)  Amended Incentive Stock Plan, filed as Exhibit 
              10(iii)(A)(5) to the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1997, is
              incorporated herein by reference.<F*>

     10(iv)   Form of Option Agreement for Awards of Options under 1995 
              Incentive Stock Plan, filed as Exhibit 10(iii)(A)(6) to
              Amendment No.1 to the Company's Registration Statement on
              Form S-1 (No. 33-90444), is incorporated herein by
              reference.<F*>

     10(v)    Second Form of Option Agreement for Awards of Options 
              under Amended Incentive Stock Plan.<F*>

     10(vi)   Deferred Compensation Agreement by and between Clipper 
              Cruise Line and Paul H. Duynhouwer, filed as Exhibit
              10(iii)(A)(7) to the Registrant's Annual Report on Form
              10-K for the year ended December 31, 1997, is
              incorporated herein by reference.<F*>

     10(vii)  First Amendment to Deferred Compensation Agreement
              between Clipper Cruise Line and Paul H. Duynhouwer, filed
              as Exhibit 10(iii)(A)(8) to the Registrant's Annual
              Report on Form 10-K for the year ended December 31, 1997,
              is incorporated herein by reference.<F*>

     10(viii) Employment Agreement between the Registrant and Wayne L. 
              Smith II, filed as Exhibit 10(iii)(A)(9) to the
              Registrant's Annual Report on Form 10-K for the year
              ended December 31, 1997, is incorporated herein by
              reference.<F*>

     10(ix)   Vessel Sale and Purchase Agreement, dated as of September 
              4, 1998, between Clipper Odyssey, Ltd. and Spice Islands
              Cruises, Ltd., filed as an exhibit  to the Registrant's
              Current Report on Form 8-K, filed November 24, 1998, is
              incorporated herein by reference.

     13(i)    Those portions of the Registrant's 1998 Annual Report 
              included in response to Items 5, 6, 7, 8 and 14(a)(1) of
              this Form 10-K.

     21(i)    Subsidiaries of the Registrant.

     23(i)    Consent of Deloitte & Touche LLP.

     27(i)    Financial Data Schedule.

     [FN]
     ______________
     <F*> Management contract or compensatory plan or arrangement.


<PAGE>
(b)  Reports on Form 8-K during the quarter ended December 31, 1998:

     The Registrant filed one Current Report on Form 8-K on November
24, 1998.  In that Report, under Item 2, the Registrant disclosed that
on November 12, 1998, Clipper Odyssey, Ltd., a Bahamian corporation and
wholly-owned subsidiary of the Registrant ("Clipper Odyssey"), completed
the acquisition (the "Vessel Purchase") of the 120-passenger luxury
cruise ship Oceanic Odyssey (the "Vessel"), from Spice Islands Cruises
Ltd., a British Virgin Islands corporation ("Spice Islands").  The
Registrant also disclosed that the Registrant funded the purchase of the
Vessel through existing working capital and by borrowings under its
existing revolving credit agreement with NationsBank, N.A.  In
connection with the Vessel purchase, on October 30, 1998, the Registrant
and NationsBank amended the revolving credit agreement to increase the
line of credit available to the Registrant from $20.0 million to $30.0
million.  In addition, the Registrant disclosed that until November 1,
1999, Clipper Odyssey will charter the Vessel, on a bareboat basis
(i.e., without crew or provisioning), to Spice Islands.  Spice Islands
prepaid the full charter hire of $1.7 million to the Registrant on the
closing date of the Vessel Purchase.  The charter arrangement will
afford the Registrant lead time to design and market travel programs for
the Vessel while permitting Spice Islands to fulfill its preexisting
cruise obligations.


<PAGE>
<PAGE>

                             SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed below on its behalf by the undersigned, thereunto duly
authorized.

                                     Intrav, Inc.

Date: March 31, 1999                 By:/s/ Paul H. Duynhouwer
                                        ----------------------
                                        Paul H. Duynhouwer
                                        President, Chief Executive Officer
                                        and Director
<TABLE>
<CAPTION>

SIGNATURE                     TITLE                                     DATE

<C>                           <S>                                       <C>
/s/ Paul H. Duynhouwer        President, Chief Executive                March 31, 1999
---------------------------   Officer and Director 
Paul H. Duynhouwer            (Principal Executive Officer)
                             

/s/ Wayne L. Smith II         Executive Vice President,                 March 31, 1999
---------------------------   Chief Financial Officer and Director
Wayne L. Smith II             (Principal Financial and
                              Accounting Officer)

/s/ Barney A. Ebsworth        Chairman of the Board of Directors        March 31, 1999
---------------------------
Barney A. Ebsworth


/s/ William H. T. Bush        Director                                  March 31, 1999
---------------------------
William H.T. Bush


/s/ Robert H. Chapman         Director                                  March 31, 1999
---------------------------
Robert H. Chapman


/s/ John B. Biggs, Jr.        Director                                  March 31, 1999
---------------------------
John B. Biggs, Jr.

</TABLE>
                                        
                                        
                                         <PAGE>
<PAGE>
<TABLE>
                                      EXHIBIT INDEX
<CAPTION>

Exhibit 
Number                                    Description
------                                    -----------
<C>          <S>
3(i)         (a) Restated Articles of Incorporation of the Registrant, filed as Exhibit 3(i) 
             to the Registrant's Registration Statement on Form S-1 (No. 33-90444), is
             incorporated herein by reference.

             (b) Amendment to Restated Articles of Incorporation of the Registrant.

3(ii)        (a) Amended and Restated Bylaws of the Registrant, filed as Exhibit 3(ii) to 
             Registrant's Registration Statement on Form S-1 (No. 33-90444), is incorporated
             herein by reference.

             (b) Amendment to Amended and Restated Bylaws of the Registrant.

10(i)        Amended and Restated Loan Agreement, dated October 30, 1998, between the 
             Registrant and NationsBank, N.A, as amended by that certain Amendment Number One
             to Loan Agreement dated January 18, 1999.

10(ii)       Agreement for Purchase and Sale of Stock by and among the Registrant, Clipper 
             Cruise Line, Inc., Republic Cruise Line, Inc., Liberty Cruise Line, Inc., Clipper
             Adventure Cruises, Inc., and Windsor Inc., dated November 13, 1996, as amended by
             that certain First Amendment, dated December 18, 1996, filed as Exhibit 10 to the
             Registrant's Current Report on Form 8-K dated January 14, 1996, is incorporated
             herein by reference.

10(iii)      Amended Incentive Stock Plan, filed as Exhibit 10(iii)(A)(5) to the Registrant's 
             Annual Report on Form 10-K for the year ended December 31, 1997, is incorporated
             herein by reference.<F*>

10(iv)       Form of Option Agreement for Awards of Options under 1995 Incentive Stock Plan, 
             filed as Exhibit 10(iii)(A)(6) to Amendment No.1 to the Company's Registration
             Statement on Form S-1 (No. 33-90444), is incorporated herein by reference.<F*>

10(v)        Second Form of Option Agreement for Awards of Options under Amended Incentive 
             Stock Plan.<F*>

10(vi)       Deferred Compensation Agreement by and between Clipper Cruise Line and Paul H. 
             Duynhouwer, filed as Exhibit 10(iii)(A)(7) to the Registrant's Annual Report on
             Form 10-K for the year ended December 31, 1997, is incorporated herein by
             reference.<F*>

10(vii)      First Amendment to Deferred Compensation Agreement between Clipper Cruise Line 
             and Paul H. Duynhouwer, filed as Exhibit 10(iii)(A)(8) to the Registrant's Annual
             Report on Form 10-K for the year ended December 31, 1997, is incorporated herein
             by reference.<F*>

10(viii)     Employment Agreement between the Registrant and Wayne L. Smith II, filed as 
             Exhibit 10(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year
             ended December 31, 1997, is incorporated herein by reference.<F*>

10(ix)       Vessel Sale and Purchase Agreement, dated as of September 4, 1998, between 
             Clipper Odyssey, Ltd. and Spice Islands Cruises, Ltd., filed as an exhibit  to
             the Registrant's Current Report on Form 8-K, filed November 24, 1998, is
             incorporated herein by reference.

13(i)        Those portions of the Registrant's 1998 Annual Report included in response to 
             Items 5, 6, 7, 8 and 14(a)(1) of this Form 10-K.

21(i)        Subsidiaries of the Registrant.

23(i)        Consent of Deloitte & Touche LLP.

27(i)        Financial Data Schedule.

<FN>
______________
<F*> Management contract or compensatory plan or arrangement.
</TABLE>