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

                                   FORM 10-Q
                                   (Mark One)

     [X]  QUARTERLY report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

          For the quarterly period ended June 30, 1999

                                       OR

     [ ]  TRANSITION report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

     For the transition period from          to
                                    --------    --------
                         Commission file number 0-26420
                                                -------

                         AMBASSADORS INTERNATIONAL, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

                     Delaware                              91-1688605
          -------------------------------              ------------------
          (State or other jurisdiction of               (I.R.S. Employer
          incorporation of organization)               Identification No.)

           Dwight D. Eisenhower Building
             110 South Ferrall Street
                Spokane, Washington                          99202
          -------------------------------              -----------------
               (Address of principal                       (Zip code)
                 executive offices)

     Registrant's telephone number, including area code: (509) 534-6200

     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
     Exchange Act of 1934 during the preceding 12 months (or for such
     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 number of shares outstanding of each of the issuer's classes
     of common stock, as of the latest practical date:

            Common shares outstanding as of July 31, 1999: 9,727,390
     <PAGE>
                         AMBASSADORS INTERNATIONAL, INC.
                           FORM 10-Q QUARTERLY REPORT


     Table of Contents

     PART I  FINANCIAL INFORMATION

     Item 1. Consolidated Financial Statements (unaudited)

             Consolidated Balance Sheets at June 30, 1999 and December 31,
             1998

             Consolidated Statements of Income for the Three and Six Months
             Ended June 30, 1999 and 1998

             Consolidated Statements of Comprehensive Income for the Three
             and Six Months Ended June 30, 1999 and 1998

             Consolidated Statements of Cash Flows for the Six Months Ended
             June 30, 1999 and 1998

             Notes to Consolidated Financial Statements

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


     PART II OTHER INFORMATION

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

     Item 6. Exhibits and Reports on Form 8-K


     SIGNATURES
     <PAGE>
     PART I FINANCIAL INFORMATION
     Item 1. Consolidated Financial Statements (Unaudited)

     Ambassadors International, Inc.
     Consolidated Balance Sheets (Unaudited)
     June 30, 1999 and December 31, 1998


                                                June 30,      December 31,
                                                1999          1998
                                                ------------  ------------
                        ASSETS

     Current assets:
       Cash and cash equivalents                $ 25,110,939  $ 55,289,580
       Restricted cash equivalents                   152,000       152,000
       Investments                                80,180,333    37,659,994
       Accounts receivable                         8,024,500     4,371,898
       Prepaid program costs and expenses         21,528,530     4,637,121
       Other assets                                   41,024       159,158
                                                ------------  ------------
           Total current assets                  135,037,326   102,269,751

     Property, plant and equipment, net            4,733,668     4,199,889
     Other investments                             3,156,806       462,500
     Goodwill, net of $1,778,541 and
       $1,285,950 of accumulated
       amortization                               26,905,208    20,401,794
     Covenants-not-to-compete, net of
       $476,172 and $370,047 of
       accumulated amortization                      248,828       254,953
     Other assets                                    141,140       142,897
                                                ------------  ------------
           Total assets                         $170,222,976  $127,731,784
                                                ============  ============


     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Balance Sheets (Unaudited), Continued
     June 30, 1999 and December 31, 1998



                                                June 30,      December 31,
                                                1999          1998
                                                ------------  ------------
        LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:
       Accounts payable                         $  2,695,556  $  2,348,759
       Accrued expenses                           15,398,520       942,047
       Participants' deposits                     41,279,939    15,742,697
       Customer advances                             739,760       744,077
       Note payable, current portion                  95,795       185,851
       Foreign currency exchange contracts           375,325       289,322
       Deferred income taxes                         264,836       284,957
                                                ------------  ------------
           Total current liabilities              60,849,731    20,537,710

     Notes payable, due after one year               180,948       145,243
                                                ------------  ------------
           Total liabilities                      61,030,679    20,682,953
                                                ------------  ------------
     Commitments and contingencies

     Stockholders' equity:
       Preferred stock, $.01 par value;
         2,000,000 shares authorized;
         none issued and outstanding                      --            --
       Common stock, $.01 par value;
         authorized, 20,000,000 shares;
         issued and outstanding, 9,728,351
         and 9,915,534 shares                         97,283        99,155
       Additional paid-in capital                 86,894,065    90,043,060
       Retained earnings                          22,448,664    17,088,888
       Accumulated other comprehensive loss         (247,715)     (182,272)
                                                ------------  ------------
           Total stockholders' equity            109,192,297   107,048,831
                                                ------------  ------------
           Total liabilities and stock-
             holders' equity                    $170,222,976  $127,731,784
                                                ============  ============


     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Income (Unaudited)
     for the three and six months ended June 30, 1999 and 1998
     <TABLE>
     <CAPTION>
                                                Six Months Ended          Three Months Ended
                                                June 30,                  June 30,
                                                ------------------------  ------------------------
                                                1999         1998         1999         1998
                                                -----------  -----------  -----------  -----------
     <S>                                        <C>          <C>          <C>          <C>
     Revenues                                   $22,017,516  $19,363,531  $17,037,516  $16,342,817
                                                -----------  -----------  -----------  -----------
     Operating expenses:
       Selling and tour promotion                 7,791,080    6,653,455    3,848,606    3,908,330
       General and administrative                 8,876,656    6,279,898    4,469,850    3,473,546
                                                -----------  -----------  -----------  -----------
                                                 16,667,736   12,933,353    8,318,456    7,381,876
                                                -----------  -----------  -----------  -----------
     Operating income                             5,349,780    6,430,178    8,719,060    8,960,941
                                                -----------  -----------  -----------  -----------
     Other income (expense):
       Interest expense                             (21,625)     (14,798)     (21,302)      (9,430)
       Interest and dividend income               2,077,344    1,498,628    1,122,363    1,183,256
       Realized and unrealized loss on
         investments                                 (1,251)     (25,787)          --     (189,350)
       Other, net                                   713,413         (171)     119,403          (57)
                                                -----------  -----------  -----------  -----------
                                                  2,767,881    1,457,872    1,220,464      984,419
                                                -----------  -----------  -----------  -----------
     Income before income taxes                   8,117,661    7,888,050    9,939,524    9,945,360
     Provision for income taxes                   2,757,885    2,916,554    3,399,438    3,677,716
                                                -----------  -----------  -----------  -----------
     Net income                                 $ 5,359,776  $ 4,971,496  $ 6,540,086  $ 6,267,644
                                                ===========  ===========  ===========  ===========
     Net income per share - basic               $      0.55  $      0.63  $      0.68  $      0.70
                                                ===========  ===========  ===========  ===========
     Weighted-average common shares out-
       standing - basic                           9,759,765    7,949,868    9,687,857    8,999,573
                                                ===========  ===========  ===========  ===========
     Net income per share - diluted             $      0.55  $      0.61  $      0.67  $      0.67
                                                ===========  ===========  ===========  ===========
     Weighted-average common shares out-
       standing - diluted                         9,822,181    8,213,676    9,743,741    9,293,804
                                                ===========  ===========  ===========  ===========
     </TABLE>
     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Comprehensive Income
     for the three and six months ended June 30, 1999 and 1998


     <TABLE>
     <CAPTION>

                                    Six Months Ended            Three Months Ended
                                    June 30,                    June 30,
                                    -------------------------   -------------------------
                                    1999          1998          1999          1998
                                    -------------------------   -----------   -----------
      <S>                           <C>           <C>           <C>           <C>
      Net income                    $ 5,359,776   $ 4,971,496   $ 6,540,086   $ 6,267,644

      Unrealized gains (losses)
        on foreign currency
        exchange contracts, net
        of tax                          (65,443)           --        45,343            --
                                    -----------   -----------   -----------   -----------
      Comprehensive income          $ 5,294,333   $ 4,971,496   $ 6,585,429   $ 6,267,644
                                    ===========   ===========   ===========   ===========

      </TABLE>


     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Cash Flows (Unaudited)
     for the six months ended June 30, 1999 and 1998


                                                1999         1998
                                                -----------  -----------

     Cash flows from operating activities:
       Net income                               $ 5,359,776  $ 4,971,496
       Adjustments to reconcile net income
         to net cash provided by operating
         activities:
           Depreciation and amortization          1,175,552      874,384
           Loss on investments                        1,251       25,787
           Loss on disposal of property and
             equipment                               30,035           --
           Compensation expense on stock
             grants                                  98,437       98,437
           Change in assets and liabilities,
             net of effects of purchases of
             subsidiaries:
               Accounts receivable               (2,353,609)   1,823,142
               Prepaid program costs and
                 expenses                       (16,202,911) (12,302,696)
               Other assets                         118,134      228,367
               Accounts payable and accrued
                 expenses                        14,640,370    7,985,317
               Participants' deposits            19,952,278   16,975,980
               Customer advances                     (4,317)    (124,203)
                                                -----------  -----------
                   Net cash provided by
                     operating activities        22,814,996   20,556,011
                                                -----------  -----------
     Cash flows from investing activities:
       Purchase of property, plant and
         equipment                                 (963,542)    (751,991)
       Purchase of available-for-sale
         securities                             (63,872,009)          --
       Proceeds from sale of available-for-
         sale securities                         21,350,858           --
       Purchase of other investments             (2,655,035)          --
       Cash paid for acquisitions of
         subsidiaries, net of cash received      (2,901,730)  (4,090,385)
       Payment for covenant-not-to-compete         (100,000)    (112,500)
       Payments received on note receivable              --      162,237
       Change in other assets                         1,757           --
                                                -----------  -----------
                   Net cash used in investing
                     activities                 (49,139,701)  (4,792,639)
                                                -----------  -----------
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Cash Flows (Unaudited), Continued
     for the six months ended June 30, 1999 and 1998


                                              1999           1998
                                              ------------   ------------
     Cash flows from financing activities:
       Payment of notes payable               $    (54,351)  $   (138,597)
       Cash received from exercise of
         stock options                             117,915        109,865
       Net proceeds from sale of common
         stock                                          --     70,347,971
       Purchase and retirement of common
         stock                                  (3,917,500)            --
                                              ------------   ------------
                   Net cash provided by
                     (used in) financing
                     activities                 (3,853,936)    70,319,239
                                              ------------   ------------
     Net increase (decrease) in cash and
       cash equivalents                        (30,178,641)    86,082,611
     Cash and cash equivalents, beginning
       of period                                55,289,580     22,870,546
                                              ------------   ------------
     Cash and cash equivalents, end of
       period                                 $ 25,110,939   $108,953,157
                                              ============   ============

     Noncash investing and financing
       activities:
         Common shares issued for
           acquisition of subsidiaries        $    800,000   $  5,693,438


     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     AMBASSADORS INTERNATIONAL, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     1.  BASIS OF PRESENTATION

         The consolidated financial statements included herein have been
         prepared by Ambassadors International, Inc. (the Company), without
         audit, pursuant to the rules and regulations of the Securities and
         Exchange Commission.  Certain information and footnote
         disclosures, normally included in financial statements prepared in
         accordance with generally accepted accounting principles, have
         been condensed or omitted as permitted by such rules and
         regulations.  The Company believes the disclosures included herein
         are adequate; however, these consolidated financial statements
         should be read in conjunction with the financial statements and
         the notes thereto for the year ended December 31, 1998 previously
         filed with the Securities and Exchange Commission on Form 10-K.

         In the opinion of management, these unaudited, consolidated
         financial statements contain all of the adjustments (normal and
         recurring in nature) necessary to present fairly the consolidated
         financial position of the Company at June 30, 1999, the
         consolidated results of operations and comprehensive income for
         the three- and six-month  periods ended June 30, 1999 and 1998 and
         the consolidated cash  flows for the six-month periods ended June
         30, 1999 and 1998.  The results of operations for the periods
         presented may not be indicative of those which may be expected for
         the full year.


     2.  PRINCIPLES OF CONSOLIDATION

         The Company was founded in 1967 and was reincorporated in Delaware
         in 1995. The Company's Education Group represented the entire
         operations of the Company until 1996 when the Performance Group
         commenced operations.

         The consolidated financial statements include the accounts of
         Ambassadors International, Inc. (the Company) and its
         subsidiaries. All significant intercompany accounts and
         transactions are eliminated in consolidation.


     3.  1999 ACQUISITIONS

         In June 1999, the Company acquired certain assets of a company
         primarily engaged in providing youth sports travel programs.  The
         total purchase price for this company consisted of cash and shares
         of the Company's restricted common stock and certain contingent
         consideration.  The common stock issued to effect the transaction
         was recorded at estimated fair value.
     <PAGE>
     AMBASSADORS INTERNATIONAL, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     3.  1999 ACQUISITIONS, CONTINUED

         The contingent consideration to be paid is dependent upon the
         success of the acquired company's programs.  The contingent
         consideration will be accounted for as goodwill and will be
         amortized accordingly when, and if, the contingency is removed and
         additional consideration is paid.

         The acquisition was accounted for using the purchase method of
         accounting.  The results of operations of the acquisition have
         been included in the consolidated statement of income since the
         date of acquisition.

     4.  EARNINGS PER SHARE

         Net income per share - basic is computed by dividing net income by
         the weighted-average number of common shares outstanding during
         the period.  Net income per share - diluted is computed by
         increasing the weighted-average number of common shares
         outstanding by the additional common shares that would have been
         outstanding if the dilutive potential common shares had been
         issued.

         The following table presents a reconciliation of basic and diluted
         earnings per share (EPS) computations.

     <TABLE>
     <CAPTION>
                                               Six Months Ended          Three Months Ended
                                               June 30,                  June 30,
                                               -----------------------   -----------------------
                                               1999         1998         1999         1998
                                               ----------   ----------   ----------   ----------
              <S>                              <C>          <C>          <C>          <C>
              Numerator:
                Net income for basic and
                   diluted earnings per share  $5,359,776   $4,971,496   $6,540,086   $6,267,644
                                               ==========   ==========   ==========   ==========
              Denominator:
                Weighted-average shares
                   outstanding - basic          9,759,765    7,949,868    9,687,857    8,999,573
                Effect of dilutive common
                   stock options                   62,416      263,808       55,884      294,231
                                               ----------   ----------   ----------   ----------
                Weighted-average shares
                   outstanding - diluted        9,822,181    8,213,676    9,743,741    9,293,804
                                               ==========   ==========   ==========   ==========
              Earnings Per Share:
                Net income per share - basic   $     0.55   $     0.63   $     0.68   $     0.70
                                               ==========   ==========   ==========   ==========
                Net income per share -
                   diluted                     $     0.55   $     0.61   $     0.67   $     0.67
                                               ==========   ==========   ==========   ==========
     </TABLE>
     <PAGE>
     AMBASSADORS INTERNATIONAL, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     5.  BUSINESS SEGMENTS:

         The Company operates the Education Group segment and the
         Performance Group segment. Corporate and other consists of general
         corporate and other activities which are not directly related to
         the Education or Performance Groups. Selected financial
         information related to these segments is as follows:

     <TABLE>
     <CAPTION>

                                            Six Months Ended            Three Months Ended
                                            June 30,                    June 30,
                                            -------------------------   -------------------------
                                            1999          1998          1999          1998
                                            -----------   -----------   -----------   -----------
              <S>                           <C>           <C>           <C>           <C>
              Revenues:
                Education Group             $12,242,613   $12,552,577   $11,983,453   $11,751,021
                Performance Group             9,658,526     6,797,878     4,959,712     4,578,720
                Corporate and Other             116,377        13,076        94,351        13,076
                                            -----------   -----------   -----------   -----------
                   Total                    $22,017,516   $19,363,531   $17,037,516   $16,342,817
                                            ===========   ===========   ===========   ===========

              Operating Income (Loss):
                Education Group             $ 5,859,885   $ 6,591,397   $ 8,795,706   $ 8,577,094
                Performance Group               869,228     1,035,324       559,990     1,020,075
                Corporate and Other          (1,379,333)   (1,196,543)     (636,636)     (636,228)
                                            -----------   -----------   -----------   -----------
                                            $ 5,349,780   $ 6,430,178   $ 8,719,060   $ 8,960,941
                                            ===========   ===========   ===========   ===========
     </TABLE>
     <PAGE>
     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations

     This Quarterly Report on Form 10-Q contains forward-looking
     statements.  A forward-looking statement may contain words such as
     "will continue to be," "will be," "continue to," "expect to,"
     "anticipates that," "to be" or "can impact." Management cautions that
     forward-looking statements are subject to risks and uncertainties that
     could cause the Company's actual results to differ materially from
     those projected in forward-looking statements.

     COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 TO THE THREE MONTHS
     ENDED JUNE 30, 1998

     In 1998, the Company acquired five companies.  In February 1998,
     Ambassadors Performance Group (APG or the Performance Group) acquired
     certain of the assets of Rogal America Co. and also merged with Travel
     Incentives, Inc.  APG and Incentive Associates, Inc. merged in April
     1998, and APG also acquired the assets of Destination, Inc. in July
     1998.  All of these acquisitions were included in the Performance
     Group's results of operations as of their respective dates of
     acquisition.

     In May 1998, Ambassadors Specialty Group acquired the assets of
     International Golf Safaris and included the acquisition in the
     Company's results of operations as of the date of acquisition.

     In June 1999, Ambassadors Sports Group acquired the assets of Travel
     Dynamics, Inc. and included the acquisition in the Company's results
     of operations as of the date of acquisition.

     GROSS PROGRAM RECEIPTS
     ----------------------
     Gross program receipts increased to $56.9 million in the second
     quarter of 1999 from $49.5 million in the second quarter of 1998.
     This $7.4 million increase is primarily the result of the
     establishment of new sales offices during 1998 resulting in 1999
     revenue combined with a decrease in gross program receipts from the
     Ambassadors Education Group (AEG or the Education Group) as a result
     of concerns over the military action in Kosovo as well as
     international unrest exemplified by the State Department's warnings on
     travel to China.

     NET REVENUE
     -----------
     Net revenue increased to $17.0 million in the second quarter of 1999
     from $16.3 million in 1998.  This $0.7 million increase is due to the
     effect of increased programs and revenue from the Company's
     acquisitions during 1998, as well as maintaining consistently
     strong gross margins of 36% of net revenues in 1999 and 35% of net
     revenues in 1998 within the Education Group.
     <PAGE>
     SELLING AND TOUR PROMOTION EXPENSES
     -----------------------------------
     The Company's policy is to expense all selling and tour promotion
     costs as they are incurred.  Selling and tour promotion expenses
     remained relatively flat at $3.8 million in the quarter ended June 30,
     1999 in comparison to $3.9 million in the comparable quarter of 1998.
     This minor decrease is the result of efficiencies achieved from
     incorporating the prior acquisitions into the Company's operations.

     GENERAL AND ADMINISTRATIVE EXPENSES
     -----------------------------------
     General and administrative expenses increased to $4.5 million in the
     second quarter of 1999 from $3.5 million during the quarter ended
     June 30, 1998.  This increase is primarily due to the acquisitions in
     1998 and the assumption of the related general and administrative
     expenses associated with supporting an increased number of programs.

     OTHER INCOME/EXPENSE
     --------------------
     Other income in 1999 consisted primarily of interest income generated
     by cash and cash equivalents.  The Company realized interest income of
     $1.1 million in the second quarter of 1999, compared to $1.2 million
     in the comparable quarter of 1998.

     INCOME TAXES
     ------------
     The Company has recorded an income tax provision of approximately $3.4
     million for the quarter ended June 30, 1999 in comparison to a $3.7
     million tax provision for the quarter ended June 30, 1998.  Income tax
     provisions have been recorded based upon the estimated effective
     income tax rate applied to the pre-tax income.

     COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED
     JUNE 30, 1998

     GROSS PROGRAM RECEIPTS
     ----------------------
     Gross program receipts increased to $73.3 million in the six-month
     period ended June 30, 1999 from $58.8 million in the same period of
     1998.  This $14.5 million increase is primarily the result of the
     establishment of new sales offices during 1998 resulting in 1999
     revenue combined with reduced gross program receipts from the
     Education Group as a result of concerns over the military action in
     Kosovo as well as international unrest exemplified by the State
     Department's warnings on travel to China.
     <PAGE>
     NET REVENUE
     -----------
     Net revenue increased to $22.0 million in the six-month period ended
     June 30, 1999 from $19.4 million in the same period of 1998.  This
     $2.6 million increase is due to the effect of increased programs and
     revenue from the Company's acquisitions during 1998 as well as the
     establishment of new sales offices in 1998 resulting in 1999 revenue.

     SELLING AND TOUR PROMOTION EXPENSES
     -----------------------------------
     The Company's policy is to expense all selling and tour promotion
     costs as they are incurred.

     Selling and tour promotion expenses increased to $7.8 million in the
     six-month period ended June 30, 1999 from $6.7 million in the
     comparable period of 1998.  This increase is primarily the result of
     the 1998 acquisitions and the assumption of the marketing and selling
     expenses of those companies to support an increased customer and
     revenue base.

     GENERAL AND ADMINISTRATIVE EXPENSES
     -----------------------------------
     General and administrative expenses increased to $8.9 million in the
     six-month period ended June 30, 1999 from $6.3 million during the same
     period of 1998.  This increase is primarily due to the acquisitions in
     1998 and the assumption of the related general and administrative
     expenses associated with supporting an increased number of programs.

     OTHER INCOME/EXPENSE
     --------------------
     Other income in 1999 consisted primarily of interest income generated
     by cash and cash equivalents.  As of June 30, 1999, the Company had
     $105.3 million in cash, cash equivalents and short term investments.
     These interest earning assets exist primarily as a result of the
     Company's secondary offering of common stock in April 1998, in which
     the Company realized net proceeds of $70.3 million.  As a result of
     these investments, the Company realized interest income of $2.1
     million in the six-month period ended June 30, 1999, compared to $1.5
     million in the comparable period of 1998, an increase of $0.6 million.

     Other income also included unrealized foreign currency gains or losses
     during 1998.  The Company enters into forward foreign exchange
     contracts and foreign currency option contracts to offset certain
     operational exposures from changes in foreign currency exchange rates.
     These foreign exchange contracts and options are entered into to
     support normal recurring purchases, and accordingly are not entered
     into for speculative purposes.  Forward foreign exchange contracts are
     utilized to manage the risk associated with currency fluctuations on
     certain purchase commitments.  Beginning July 1, 1998, the Company
     adopted the provisions of Statement of Financial Accounting Standards
     No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging
     Activities."  Therefore, the effective portion of any unrealized gains
     <PAGE>
     or losses on foreign exchange contracts are no longer recorded in
     other income, but are recorded as other comprehensive income and are
     accumulated as a component of stockholders' equity.  Realized gains
     and losses on these contracts are recorded as a cost of the related
     travel program when the contracts mature and are utilized.  Prior to
     July 1, 1998, all unrealized gains and losses on foreign exchange
     contracts and options were recorded in the statement of operations as
     other income or expense.

     In January 1999, the Company purchased a minority interest in a joint
     venture in connection with the acquisition by that joint venture of
     all of the capital stock of Scheduled Airlines Traffic Offices, Inc.
     The Company received a consulting fee related to this transaction.
     The Company also entered into a management agreement as part of this
     purchase, whereby the Company receives quarterly management consulting
     fees.  The consulting fee and quarterly management consulting fee have
     been included in other income.

     INCOME TAXES
     ------------
     The Company has recorded an income tax provision of approximately $2.8
     million for the six-month period ended June 30, 1999 in comparison to
     a $2.9 million tax provision for the period ended June 30, 1998.
     Income tax provisions have been recorded based upon the estimated
     effective income tax rate applied to the pre-tax income.

     SEASONALITY
     -----------
     Due to the seasonality of the Education Group's business, the first
     quarter of the fiscal year has significantly fewer programs traveling
     then the other quarters of the year.  Accordingly, the Company's
     revenues, operating income and cash flow are lower during the first
     quarter.

     LIQUIDITY AND CAPITAL RESOURCES
     -------------------------------
     The Company's business is not capital intensive.  However, the Company
     does retain funds for operating purposes in order to conduct sales and
     marketing efforts for future programs and to facilitate acquisitions
     of other companies.

     Net cash provided by operations for the six months ended June 30, 1999
     and 1998 was approximately $22.8 million and $20.6 million,
     respectively.  The increase in operating cash flows from 1998 to 1999
     can be attributed to the advanced timing and increased volume of cash
     receipts from Education Group participants and the increase in program
     participation from companies which the Performance Group acquired in
     1998.

     Net cash used in investing activities for the six months ended
     June 30, 1999 and 1998 was $49.1 million and $4.8 million,
     respectively.  The net cash used in investing activities increased in
     1999 primarily due to the net increase in investments.  The Company
     does not have any material capital expenditure commitments for 1999.
     <PAGE>
     However, the terms of the Company's acquisitions of certain businesses
     include contingent consideration.  Additionally, the Company is
     continuing to pursue further acquisitions of related travel and
     performance improvement businesses that may require the use of cash
     and cash equivalents.  No such acquisitions are currently pending and
     no assurance can be given that definitive agreements for any such
     acquisitions will be entered into, or, if they are entered into, that
     they will be on terms favorable to the Company.

     The Company has a credit facility available with Seafirst Bank, with a
     current limit of up to $50.0 million for foreign currency purchases
     and forward contracts.  This credit facility is renewable annually.

     In November 1998, the Board of Directors of the Company authorized the
     repurchase of the Company's common stock (up to an approved amount) in
     the open market or through private transactions.  This repurchase
     program is ongoing.  The Company does not believe that any such
     repurchases will have a significant impact on the Company's liquidity.

     At June 30, 1999, the Company had approximately $105.3 million of cash
     and cash equivalents, including program participant funds of $41.3
     million.  Under the Company's cancellation policy, a program
     participant may be entitled to a refund of a portion of his or her
     deposit, less certain fees, depending on the time of cancellation.
     Management believes that existing cash and cash equivalents and cash
     flows from operations will be sufficient to fund the Company's
     anticipated operating needs, capital expenditures, stock repurchases
     and acquisitions at least for the ensuing year.

     FOREIGN CURRENCY; HEDGING POLICY
     ---------------------------------
     The substantial majority of the Company's travel programs take place
     outside the United States and most foreign suppliers require payment
     in currency other than the U.S. dollar.  Accordingly, the Company is
     exposed to foreign currency risk relative to changes in foreign
     currency exchange rates between those currencies and the U.S. dollar.
     The Company has a program to provide a hedge against certain of these
     foreign currency risks.  The Company uses forward contracts which
     allow the Company to acquire the foreign currency at a fixed price for
     a specified period of time.  Additionally, the Company uses foreign
     currency call options which provide the Company with the option to
     acquire certain foreign currencies at a fixed exchange rate and time
     period.  Concurrently with the purchase of a foreign currency call
     option, the Company sells a foreign currency put option to minimize
     the net premium paid for the call option.  The strike prices on these
     options generally straddle the exchange rate at the time the options
     are purchased.  The Company also purchases futures contracts to
     similarly hedge its foreign currency risk.  The Company is exposed to
     credit risk under the foreign currency contracts and options to the
     extent that the counterparty is unable to perform under the agreement.
     The fair value of foreign currency exchange contracts is based on
     quoted market prices and the spot rate of the foreign currencies
     subject to contracts at year end.  The fair value of the foreign
     currency options is based on the estimated amount to terminate the put
     and call contracts with the counterparties at period end.
     <PAGE>
     YEAR 2000 COMPLIANCE
     --------------------
     The Company has a comprehensive Year 2000 project designed to identify
     and assess the risks associated with its information systems,
     products, operations and infrastructure, suppliers, and customers that
     are not Year 2000 compliant, and to develop, implement, and test
     remediation and contingency plans to mitigate these risks.  The
     project comprises four phases: (1) identification of risks, (2)
     assessment of risks, (3) development of remediation and contingency
     plans, and (4) remediation and testing.  The Company's Year 2000
     project is currently in the development of remediation and remediation
     phases.  The Company has been storing years as a four-digit field in
     all mission critical databases since 1995 and believes that its
     internal master records are Year 2000 compliant.  Most of the software
     which the Company uses, including all of its finance software, has
     been certified as Year 2000 compliant.  In addition, the Company is in
     the process of obtaining Year 2000 compliance statements from the
     manufacturers of the Company's hardware and software products.  These
     compliance statements are expected to be obtained by September 30,
     1999.  AEG's internally generated client databases are Year 2000
     compliant.

     APG's hardware, operating systems, applications software and
     internally-generated data requires additional assessment and
     remediation for Year 2000 compliance.  The assessment phase has been
     completed.  It is expected that APG's remediation efforts will be
     greater than those required by AEG, including the replacement of
     certain APG hardware, operating system upgrades and a small amount of
     applications software upgrades.  This remediation is expected to be
     completed by December 31, 1999.  Voicemail software at one of the
     Company's offices is not Year 2000 compliant; however, this software
     is scheduled to be upgraded by December 31, 1999.  The cost of this
     upgrade is not expected to be material.

     The Company believes that its greatest potential risks are associated
     with (i) its information systems and systems embedded in its
     operations and infrastructure; and (ii) its reliance on Year 2000
     compliance by the Company's vendors and suppliers.  The Company is in
     the final stage of assessments for its operations and infrastructure
     and no significant problems have been identified to date.  However,
     the Company cannot predict whether significant problems will be
     identified in the future.  The Company is asking its vendors and
     suppliers to complete a Year 2000 survey to assess the status of their
     compliance in order to assess the effect it could have on the Company.
     At this time, the Company does not believe contingency planning will
     be required because the Company's Year 2000 compliance program is
     expected to be fully implemented by the end of 1999.  Costs identified
     to date have not been material.  The Company does not currently expect
     costs to be material, and it expects to be able to fund the total
     costs through operating cash flows.  However, the Company has not yet
     completed all its assessments, developed remediation for all problems,
     developed contingency plans, or completely implemented or tested all
     of its remediation plans.
     <PAGE>
     Based on the Company's current analysis and assessment of the state of
     its Year 2000 compliance, the Company's reasonably likely worst case
     scenario involves booking delays of AEG and APG programs that would
     take place later in 2000, and the more remote possibility of travel
     interruptions for a small number of adult program participants
     actually travelling on AEG millennium programs on and immediately
     after January 1, 2000.  Both of these types of delays and
     interruptions would arise as a result of third-party Year 2000
     noncompliance (e.g., computerized airline and hotel booking systems),
     rather than because of the Company's internal Year 2000 compliance.

     As the Year 2000 project continues, the Company may discover
     additional Year 2000 problems, may not be able to develop, implement,
     or test remediation or contingency plans, or may find that the costs
     of these activities exceed current expectations and become material.
     In many cases, the Company is relying on assurances from suppliers
     that new and upgraded information systems and other products will be
     Year 2000 compliant.  The Company plans to test such third-party
     products by September 30, 1999, but cannot be sure that its tests will
     be adequate or that, if problems are identified, they will be
     addressed in a timely and satisfactory way.  Because the Company uses
     a variety of informational systems and has additional systems embedded
     in its operations and infrastructure, the Company cannot be sure that
     all of its systems will work together in a Year 2000 compliant
     fashion.  Furthermore, the Company cannot be sure that it will not
     suffer business interruptions, either because of its own Year 2000
     problems or those of its customers or suppliers whose Year 2000
     problems may make it difficult or impossible for them to fulfill their
     commitments to the Company.  If the Company fails to satisfactorily
     resolve the Year 2000 issues related to its products in a timely
     manner, it could be exposed to liability to third parties.  The
     Company is continuing to evaluate Year 2000-related risks and will
     take such further corrective actions as may be required.

     PART II - OTHER INFORMATION

     Items 1, 2, 3 and 5 are not presented as they are not applicable.

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

     At the annual meeting of shareholders on May 14, 1999, the following
     actions were taken:

     1.  Election of Directors (Class III Directors)

         Name                 For            Withheld
         ----------------     ---------      --------
         Rafer L. Johnson     8,500,434      800
         John C. Spence       8,500,634      600

         The terms of office of Class I Directors, Peter V. Ueberroth and
         Richard D. C. Whilden, and Class II Directors, John A. Ueberroth
         and James L. Easton, continued beyond the date of the 1999 Annual
         Meeting of Shareholders.
     <PAGE>
     2.  Approval of certain amendments to the Company's Amended and
         Restated 1995 Equity Participation Plan

         For                  6,774,513
         Against              1,319,537
         Abstain                    700

     3.  Ratification of PricewaterhouseCoopers LLP as independent auditors
         for the year ending December 31, 1999

         For                  8,499,009
         Against                  2,025
         Abstain                    200

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

             (a)  Exhibits:

                  10.15 - The Amended and Restated 1995 Equity
                          Participation Plan of Ambassadors International,
                          Inc., as amended by the Company's shareholders at
                          the 1999 Annual Meeting of Shareholders held on
                          May 14, 1999, filed as Exhibit 4.1 to the
                          Company's Registration Statement on Form S-8
                          (Registration No. 333-81023) and incorporated
                          herein by this reference.


                  27.1  - Financial Data Schedule


             (b)  Reports on Form 8-K:

                  No reports on Form 8-K were filed for the three months
                  ended June 30, 1999.
     <PAGE>
     SIGNATURES


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


     AMBASSADORS INTERNATIONAL, INC.


     Date: August 12, 1999     By: /s/Jeffrey D. Thomas
                                   ------------------------------------
                                   Jeffrey D. Thomas,
                                   Chief Financial Officer