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

                                   FORM 10-QSB/A
     (Mark One)

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

          For the quarterly period ended September 30, 1997

                                       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 November 10, 1997: 6,767,661

     This report, including all exhibits and attachments, contains 15 pages.
     <PAGE>
     AMBASSADORS INTERNATIONAL, INC.
     FORM 10-QSB QUARTERLY REPORT

     Table of Contents


     PART I   FINANCIAL INFORMATION

     Item 1.  Consolidated Financial Statements (unaudited)

                Consolidated Balance Sheets at September 30, 1997 and
                  December 31, 1996
                Consolidated Statements of Income for the Nine
                  and Three Months Ended September 30, 1997 and 1996
                Consolidated Statements of Cash Flows for the Nine
                  Months Ended September 30, 1997 and 1996
                Notes to Consolidated Financial Statements

     Item 2.  Management's Discussion and Analysis or Plan of 
              Operation


     PART II  OTHER INFORMATION

     Item 2.  Changes in Securities and Use of Proceeds

     Item 6.  Exhibits and Reports on Form 8-K


     SIGNATURES
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Balance Sheets (Unaudited)
     September 30, 1997 and December 31, 1996



                                                September 30,  December 31,
                                                    1997           1996
                                                -------------  ------------
                   ASSETS

     Current assets:
       Cash and cash equivalents                 $25,009,518   $18,281,433
       Restricted cash equivalents                    45,000        55,000
       Investments                                   187,611       590,111
       Accounts receivable (including 
         $5,765 and $14,167 from officers 
         and employees)                            1,485,852     1,469,053
       Inventory                                     124,978       157,234
       Note receivable, due within one year          162,354
       Prepaid program costs and expenses          1,558,530     1,359,950
       Deferred income taxes                          31,601        24,584
       Other assets                                    3,018        12,892
                                                 -----------   -----------
           Total current assets                   28,608,462    21,950,257

     Property, plant and equipment, net            2,131,184     1,575,486
     Investment in joint venture                     262,500       262,500
     Goodwill, net of $457,672 and $115,567
       of accumulated amortization                 3,862,695     3,338,224
     Covenant-not-to-compete, net of $23,085
       and $19,209 of accumulated amortization       170,206       105,791
     Other assets                                     36,081        36,792
                                                 -----------   -----------
           Total assets                          $35,071,128   $27,269,050
                                                 ===========   ===========


     The accompanying notes are an integral part of the consolidated
       financial statements.

     <PAGE>
     Ambassadors International, Inc.
     Consolidated Balance Sheets (Unaudited), Continued
     September 30, 1997 and December 31, 1996



                                                September 30,  December 31,
                                                    1997           1996
                                                -------------  ------------
               LIABILITIES AND
             STOCKHOLDERS' EQUITY

     Current liabilities:
       Accounts payable                          $ 1,171,007   $ 1,764,002
       Accrued expenses                            3,970,973       822,927
       Participants' deposits                      4,005,494     5,138,772
       Customer advances                           1,825,421     2,396,578
       Notes payable                                               201,146
                                                 -----------   -----------
           Total current liabilities              10,972,895    10,323,425

     Deferred income taxes                           163,044       163,044
                                                 -----------   -----------
           Total liabilities                      11,135,939    10,486,469
                                                 -----------   -----------

     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, 6,766,635
         and 6,753,887 shares                         67,666        67,539
       Additional paid-in capital                 13,744,622    13,625,279
       Retained earnings                          10,122,901     3,089,763
                                                 -----------   -----------
           Total stockholders' equity             23,935,189    16,782,581
                                                 -----------   -----------
           Total liabilities and stock-
             holders' equity                     $35,071,128   $27,269,050
                                                 ===========   ===========


     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Income (Unaudited)
     for the nine months and three months ended September 30, 1997 and 1996
     <TABLE>
     <CAPTION>
                                                     Nine Months Ended         Three Months Ended
                                                       September 30,             September30,
                                                  ------------------------  ------------------------
                                                     1997         1996         1997         1996
                                                  -----------  -----------  -----------  -----------
     <S>                                          <C>          <C>          <C>          <C>
     Revenue                                      $23,247,371  $16,429,374  $ 9,532,271  $ 5,879,697
                                                  -----------  -----------  -----------  -----------
     Operating expenses:
       Selling and tour promotion                   7,367,535    6,056,529    3,322,905    2,519,886
       General and administrative                   5,673,691    4,116,497    1,959,022    1,300,271
                                                  -----------  -----------  -----------  -----------
                                                    13,041,226  10,173,026    5,281,927    3,820,157
                                                  -----------  -----------  -----------  -----------
     Operating income                              10,206,145    6,256,348    4,250,344    2,059,540
                                                  -----------  -----------  -----------  -----------
     Other income (expense):
       Interest expense                                  (648)      (1,037)        (265)        (257)
       Interest and dividend income                 1,274,483      832,305      411,430      258,013
       Realized and unrealized gain (loss)
         on investments                              (508,432)     290,253      (36,286)      37,001
       Other, net                                         647      (43,026)                   11,017
                                                  -----------  -----------  -----------  -----------
                                                      766,050    1,078,495      374,879      305,774
                                                  -----------  -----------  -----------  -----------
     Income before income taxes                    10,972,195    7,334,843    4,625,223    2,365,314
     Provision for income taxes                     3,939,057    2,494,145    1,634,895      804,364
                                                  -----------  -----------  -----------  -----------
     Net income                                   $ 7,033,138  $ 4,840,698  $ 2,990,328  $ 1,560,950
                                                  ===========  ===========  ===========  ===========
     Net income per share                         $      1.04  $      0.73  $      0.44  $      0.24
                                                  ===========  ===========  ===========  ===========
     Weighted average common shares outstanding     6,756,090    6,606,563    6,761,586    6,615,030
                                                  ===========  ===========  ===========  ===========
     </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 nine months ended September 30, 1997 and 1996


                                                    1997         1996
                                                 -----------  -----------
     Cash flows from operating activities:
       Net income                                $ 7,033,138  $ 4,840,698
       Adjustments to reconcile net income
         to net cash provided by operating 
         activities:
           Depreciation and amortization             651,288      291,074
           Deferred income tax provision
             (benefit)                                (7,017)     454,666
           Loss (gain) on investments                508,432     (290,253)
           Loss on sale of property, plant
             and equipment                            12,373          880
           Change in assets and liabilities,
             net of effects of purchases of
             subsidiaries:
               Restricted cash                        10,000      (10,000)
               Accounts receivable                   (16,799)     840,944
               Inventory                              32,256
               Prepaid program costs and 
                 expenses                            174,436     (763,206)
               Other assets                           10,333
               Accounts payable and accrued 
                 expenses                          2,555,051    1,287,381
               Participants' deposits             (2,447,446)    (546,151)
               Customer advances                    (571,157)
                                                 -----------  -----------
                   Net cash provided by 
                     operating activities          7,944,888    6,106,033
                                                 -----------  -----------
     Cash flows from investing activities:
       Purchase of property, plant and 
         equipment                                  (890,235)    (249,827)
       Proceeds from sale of property, plant 
         and equipment                                              1,220
       Investment in joint venture                               (262,500)
       Net cash received (paid) from acquisi-
         tions of subsidiaries                      (311,229)     147,314
       Payment for covenant not-to-compete          (117,293)



     The accompanying notes are an integral part of the consolidated
       financial statements.
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Cash Flows (Unaudited), Continued
     for the nine months ended September 30, 1997 and 1996


                                                    1997         1996
                                                 -----------  -----------
     Cash flows from investing activities,
       Continued:
         Maturity of investments                 $   345,732  $     5,000
         Payments received on (issuance of)
           notes receivable, net                    (162,102)       1,776
         Other                                                    (29,000)
                                                 -----------  -----------
                   Net cash used in investing
                     activities                   (1,135,127)    (386,017)
                                                 -----------  -----------
     Cash flows from financing activities:
       Cash received from exercise of stock
         options                                     119,470
       Payments of notes payable                    (201,146)      (7,005)
                                                 -----------  -----------
                 Net cash used in financing 
                   activities                        (81,676)      (7,005)
                                                 -----------  -----------
     Net increase in cash and cash 
       equivalents                                 6,728,085    5,713,011
     Cash and cash equivalents, beginning 
       of period                                  18,281,433   12,974,252
                                                 -----------  -----------
     Cash and cash equivalents, end of 
       period                                    $25,009,518  $18,687,263
                                                 ===========  ===========


     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 statements should be read in conjunction with
         the financial statements and the notes thereto for the year ended
         December 31, 1996 previously filed with the Securities and Exchange
         Commission on Form 10-KSB.

         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 September 30, 1997, the
         consolidated results of operations for the nine- and three-month
         periods ended September 30, 1997 and 1996 and the consolidated cash
         flows for the nine-month periods ended September 30, 1997 and 1996. 
         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 incorporated in the state of Washington in 1967 and
         was reincorporated on August 4, 1995 in the state of Delaware.  The
         consolidated financial statements include the accounts of 
         Ambassadors International, Inc. and its subsidiaries, Ambassador
         Programs, Inc. (API), The Helin Organization (Helin), and
         Ambassador Performance Group, Inc. (APG). Hereafter, API may be
         referred to as Ambassadors Education Group; Helin, individually,
         may be referred to as Ambassadors Performance Group - Newport
         Beach. APG may be referred to as Ambassador Performance Group -
         Minneapolis; and collectively, Helin and APG may be referred to as
         the Ambassador Performance Group.  All significant intercompany
         accounts and transactions are eliminated in consolidation.

     3.  INCOME TAXES

         For the three and nine months ended September 30, 1997 and 1996,
         the Company recorded an income tax provision at the estimated
         effective income tax rate.

     4.  INVESTMENTS

         Included in investments is available for sale equity securities in
         the amounts of $226,386 and $590,111 at September 30, 1997 and
         December 31, 1996, respectively.
     <PAGE>
     Item 2. Management's Discussion and Analysis or Plan of Operation

     This Quarterly Report on Form 10-QSB 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 SEPTEMBER 30, 1997 TO THE THREE MONTHS
     ENDED SEPTEMBER 30, 1996

     During the first quarter of 1996, the Company and its subsidiary
     acquired two other companies which operate travel programs.  Although
     these companies contributed to the gross program receipts and revenue
     of the consolidated group in the nine months of 1996, due to the timing
     of the acquisitions and future changes which management has made or
     plans to make in the future to the operations of these companies,
     management believes that the future contribution and profitability of
     these two acquisitions will continue to improve.  During the third
     quarter of 1997, the Company and its subsidiary also acquired another
     company which provides employee incentive programs.

     GROSS PROGRAM RECEIPTS AND REVENUES
     -----------------------------------
     Gross program receipts increased to $29.0 million in the third quarter
     of 1997 from $19.8 million in the third quarter of 1996.  This increase
     can be principally attributed to a 31% increase in the number of
     program participants, principally attributed to growth within API as
     well as an acquisition within APG in late 1996.  The number of program
     participants traveling during the third quarter of 1997 was 6,012
     compared to 4,574 in the comparable 1996 period.

     While gross program receipts increased 47% for the third quarter of
     1997, revenues increased 62% to $9.5 million from $5.9 million.  Most
     of this increase in revenues is the result of selling a greater volume
     of the Company's higher-margin products.

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

     For the third quarter of 1997, selling and tour promotion expenses were
     $3.3 million compared to $2.5 million in the prior year.  This increase
     is the result of the acquisition of the Ambassador Performance Group -
     Minneapolis and the assumption of their marketing costs, combined with
     increased Ambassador Programs marketing costs for 1998 programs.
     <PAGE>
     GENERAL AND ADMINISTRATIVE EXPENSES
     -----------------------------------
     An acquisition in late 1996 in the Ambassador Performance Group caused
     general and administrative expenses to increase to $2.0 million in the
     third quarter of 1997 from $1.3 million in the third quarter of 1996.

     OTHER INCOME/EXPENSE
     --------------------
     Other income primarily consists of interest income and unrealized
     foreign currency gains or losses.  Other income increased to $375,000
     in the third quarter of 1997 from the third quarter of 1996 of
     $306,000.  This increase is primarily attributed to a 60% increase in
     interest and dividend income due to higher balances of invested cash
     during the 1997 period.

     INCOME TAXES
     ------------
     The Company has recorded an income tax provision of approximately $1.6
     million for the quarter ended September 30, 1997 in comparison to $0.8
     million income tax provision for the quarter ended September 30, 1996. 
     The income tax provision is based on the estimated annual effective tax
     rate of 35% and 34% for 1997 and 1996, respectively.

     NET INCOME AND EARNINGS PER SHARE
     ---------------------------------
     The above factors resulted in the Company reporting net income of
     $3.0 million or $0.44 per share for the third quarter of 1997 compared
     to net income of $1.6 million or $0.24 per share in the comparable 1996
     quarter.

     SEASONALITY
     -----------
     Due to the seasonality of the core business of Ambassadors
     International, Inc., the first and fourth quarters of the fiscal year
     have significantly fewer programs traveling than the second and third
     quarters of the year.  Thus, the net income reported in any quarter may
     not be indicative of the annual income.

     COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 TO THE NINE MONTHS
     ENDED SEPTEMBER 30, 1996

     GROSS PROGRAM RECEIPTS AND REVENUES
     -----------------------------------
     Gross program receipts increased to $72.1 million in 1997 from $49.9
     million in 1996.  This increase can be principally attributed to the
     increase in the number of program participants and an acquisition
     within the Ambassador Performance Group in late 1996.

     The number of program participants traveling during the nine months
     increased to 15,736 in 1997 from 13,094 in 1996.  This 20% increase in
     program participants was the principal cause of the 41% increase in
     revenues for the first nine months of 1997 in comparison to the same
     period in 1996.
     <PAGE>
     SELLING AND TOUR PROMOTION EXPENSES
     -----------------------------------
     Selling and tour promotion expenses for the first nine months of 1997
     increased from 1996 by $1.3 million.  This increase can be primarily
     attributed to additional expenses incurred by Ambassador Performance
     Group - Minneapolis, acquired in late 1996.

     GENERAL AND ADMINISTRATIVE EXPENSES
     -----------------------------------
     General and administrative expenses increased to $5.7 million for the
     first nine months of 1997 from $4.1 million for the first nine months
     of 1996.  This increase is principally due to costs associated with the
     aforementioned acquisition.

     OTHER INCOME/EXPENSE
     --------------------
     Other income primarily includes interest income and unrealized foreign
     currency gains or losses.  Other income decreased $0.3 million for the
     first nine months of 1997 in comparison to the same period in 1996. 
     The majority of this decrease is due to foreign currency net unrealized
     and realized losses of $0.5 million in 1997, compared to net unrealized
     and realized gains of $0.2 million in 1996.  This decrease was
     partially offset by $0.4 million of increased interest income in 1997
     due to increased invested cash amounts.

     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.  The Company is exposed to credit risk under the forward
     contracts and options to the extent that the counterparty is unable to
     perform under the agreement.  The Company anticipates hedging the
     majority of its foreign currency risk in future periods.  There can be
     no assurance that the Company's hedging strategies will be successful
     in mitigating the impact of foreign currency fluctuations.  The face
     amount of forward foreign exchange contracts outstanding at 
     September 30, 1997 was $15.1 million.

     INCOME TAXES
     ------------
     The Company has recorded an income tax provision of approximately 
     $3.9 million for the nine months ended September 30, 1997 in comparison
     to $2.5 million income tax provision for the nine months ended
     September 30, 1996.  The 1997 and 1996 income tax provisions are based
     on the estimated annual effective tax rate of 35% and 34%,
     respectively.

     NET INCOME AND EARNINGS PER SHARE
     ---------------------------------
     The above factors resulted in the Company reporting net income of $7.0
     million for the nine months ended September 30, 1997 in comparison to
     $4.8 million in the same period of the prior year.  This corresponds to
     $1.04 net income per share in 1997 versus $0.73 net income per share in
     the 1996 period.
     <PAGE>
     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 nine months ended September 30,
     1997 and 1996, respectively, was approximately $7.9 million and $6.1
     million.  The increase in cash flows from 1996 to 1997 can be
     attributed to the timing of cash receipts from participants and the
     increase in net income.

     During the nine months ended September 30, 1997, the Company used
     approximately $1.1 million in investing activities, which partially
     related to the costs for the remodeling of the Company's corporate
     headquarters building.  The Company does not have any material capital
     expenditure commitments for the ensuing year.  However, the Company is
     continuing to pursue further acquisitions of related businesses that
     may require some of its available cash and cash equivalents.

     The Company had no significant long- or short-term debt as of 
     September 30, 1997.  The Company has a credit facility available with
     Seafirst Bank for $23.0 million (U.S.) for foreign currency purchases
     and forward contracts.

     At September 30, 1997, the Company had approximately $25.0 million of
     cash and cash equivalents.  Management believes cash flows from
     operations will be sufficient to fund the Company's anticipated
     operating needs, capital expenditures and acquisitions for the ensuing
     year.

     FOREIGN CURRENCY; HEDGING POLICY
     ---------------------------------
     The substantial majority of the Company s programs take place outside
     of the United States and most foreign suppliers require payment in
     their own currency rather than U.S. dollars.  Accordingly, the Company
     is exposed to foreign currency risks in certain countries as foreign
     currency exchange rates between those currencies and the U.S. dollar
     fluctuate.  In 1993, the Company initiated a program to hedge against
     these foreign currency risks in the currencies of countries in which
     the largest amount of program pass-through expenses are denominated in
     foreign currency.  To hedge against foreign currency risks, the Company
     has used forward contracts which allow the Company to acquire the
     foreign currency at a fixed price for a specified period of time.  The
     Company also 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.  Concurrent 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 and sold.  Additionally, the Company
     purchases futures contracts to similarly hedge its foreign currency
     risk.  The Company is exposed to credit risk under the forward
     <PAGE>
     contracts and options to the extent that the counterparty is unable to
     perform under the agreement.  The Company anticipates hedging the
     majority of its foreign currency risk in future periods.  There can be
     no assurance that the Company s hedging strategies will be successful
     in mitigating the impact of foreign currency fluctuations.

     NEW ACCOUNTING PRONOUNCEMENTS
     -----------------------------
     In February 1997, Statement of Financial Accounting Standards No. 128
     (SFAS 128), "Earnings Per Share" was issued. SFAS 128 establishes
     standards for computing and presenting earnings per share (EPS) and
     simplifies the existing standards. This standard replaces the
     presentation of primary EPS with a presentation of basic EPS. It also
     requires the dual presentation of basic and diluted EPS on the face of
     the income statement for all entities with complex capital structures
     and requires a reconciliation of the numerator and denominator of the
     diluted EPS computation. SFAS 128 is effective for financial statements
     issued for periods ending after December 15, 1997, including interim
     periods and requires restatement of all prior-period EPS data
     presented. The Company does not believe the application of this
     standard will have a material effect on the presentation of its EPS.

     In June 1997, the Financial Accounting Standards Board (FASB) issued
     SFAS No. 130, "Comprehensive Income" (SFAS No. 130).  SFAS No. 130
     becomes effective in 1998 and requires reclassification of earlier
     financial statements for comparative purposes.  SFAS No. 130 requires
     that amounts of certain items, including foreign currency translation
     adjustments and gains and losses on certain securities, be included in
     comprehensive income in the financial statements.  SFAS No. 130 does
     not require a specific format for the financial statement in which
     comprehensive income is reported, but does require that an amount
     representing total comprehensive income be reported in that statement. 
     Management has not yet determined the effect, if any, of SFAS No. 130
     on the consolidated financial statements.

     Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about
     Segments for an Enterprise and Related Information" (SFAS No. 131). 
     This Statement will change the way public companies report information
     about segments of their business in their annual financial statements
     and requires them to report selected segment information in their
     quarterly reports issued to shareholders.  It also requires entity-wide
     disclosures about the products and services an entity provides, the
     material countries in which it holds assets and reports revenues, and
     its major customers.  The Statement is effective for fiscal years
     beginning after December 15, 1997.  Management has not yet determined
     the effect, if any, of SFAS No. 131 on the consolidated financial
     statements.
     <PAGE>
     PART II.  OTHER INFORMATION


     Items 1, 3, 4 and 5 are not presented as they are not applicable.

     Item 2.  Changes in Securities and Use of Proceeds

     The Company's Registration Statement for its initial public offering of
     securities (File No. 33-93586) became effective on August 3, 1995.

     Of the total net proceeds to the Company from the offering in the
     amount of $12,054,491, the following amounts were used from the date of
     the offering through the date of this report:

                                                              Amount of
       Category of Use                                        Use
       ---------------                                        -----------
       Construction of plant, building and 
         facilities                                           $         0
       Purchase and installation of machinery 
         and equipment                                                  0
       Purchase of real estate                                          0
       Acquisition of other businesses                          1,750,000
       Repayment of indebtedness                                        0
       Working capital                                            612,668
       Temporary investments in Bank of America Money 
         Market and Investment Accounts                         9,691,823
       Other purposes                                                   0


     None of the net proceeds to the Company of the offering was paid to
     directors, officers, ten percent shareholders or affiliates of the
     Company.

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

              Exhibits: 27 - Financial Data Schedule

              Reports on Form 8-K:

                No reports on Form 8-K were filed during the quarter ended
                September 30, 1997.
     <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: November 14, 1997    By: /s/Jeffrey D. Thomas
           -----------------        ----------------------------------
                                    Jeffrey D. Thomas, 
                                    Chief Financial Officer

<PAGE>