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 September 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 October 31, 1999:  9,772,817
     <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 September 30, 1999 and
                  December 31, 1998
                Consolidated Statements of Income for the Nine and
                  Three Months Ended September 30, 1999 and 1998
                Consolidated Statements of Comprehensive Income
                  for the Nine and Three Months Ended September 30,
                  1999 and 1998
                Consolidated Statements of Cash Flows for the Nine
                  Months Ended September 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 6.  Exhibits and Reports on Form 8-K


     SIGNATURES
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Balance Sheets (Unaudited)
     September 30, 1999 and December 31, 1998


                                                September 30,  December 31,
                                                    1999           1998
                                                -------------  ------------
                   ASSETS
     Current assets:
       Cash and cash equivalents                $ 22,407,531   $ 55,289,580
       Restricted cash equivalents                   152,000        152,000
       Investments                                65,308,219     37,659,994
       Accounts receivable                        10,429,731      4,371,898
       Prepaid program costs and expenses          5,070,535      4,637,121
       Other assets                                   29,029        159,158
                                                ------------   ------------
           Total current assets                  103,397,045    102,269,751

     Property, plant and equipment, net            4,770,801      4,199,889
     Other investments                             3,212,036        462,500
     Goodwill, net of $2,105,270 and
       $1,285,950 of accumulated amortization     28,047,874     20,401,794
     Covenants-not-to-compete, net of
       $540,035 and $370,047 of
       accumulated amortization                    1,356,039        254,953
     Other assets                                    113,687        142,897
                                                ------------   ------------
           Total assets                         $140,897,482   $127,731,784
                                                ============   ============


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


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

     Current liabilities:
       Accounts payable                         $  2,253,209   $  2,348,759
       Accrued expenses                            6,281,416        942,047
       Participants' deposits                     15,863,349     15,742,697
       Customer advances                             858,717        744,077
       Notes payable, current portion                392,871        185,851
       Foreign currency exchange contracts                --        289,322
       Deferred income taxes                         430,012        284,957
                                                ------------   ------------
           Total current liabilities              26,079,574     20,537,710

     Notes payable, due after one year               402,776        145,243
                                                ------------   ------------
           Total liabilities                      26,482,350     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, 9,772,742
         and 9,915,534 shares                         97,727         99,155
       Additional paid-in capital                 86,919,202     90,043,060
       Retained earnings                          27,321,932     17,088,888
       Accumulated other comprehensive
         income (loss)                                76,271       (182,272)
                                                ------------   ------------
           Total stockholders' equity            114,415,132    107,048,831
                                                ------------   ------------
           Total liabilities and stock-
             holders' equity                    $140,897,482   $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 nine and three months ended September 30, 1999 and 1998
     <TABLE>
     <CAPTION>
                                                     Nine Months Ended         Three Months Ended
                                                       September 30,             September 30,
                                                  ------------------------  ------------------------
                                                     1999         1998         1999         1998
                                                  -----------  -----------  -----------  -----------
     <S>                                          <C>          <C>          <C>          <C>
     Revenue                                      $38,457,283  $33,651,957  $16,439,767  $14,285,212
                                                  -----------  -----------  -----------  -----------
     Operating expenses:
       Selling and tour promotion                  13,579,587   11,276,307    5,788,507    4,622,852
       General and administrative                  13,393,066   10,264,754    4,516,410    3,984,856
                                                  -----------  -----------  -----------  -----------
            Total operating expenses               26,972,653   21,541,061   10,304,917    8,607,708
                                                  -----------  -----------  -----------  -----------
     Operating income                              11,484,630   12,110,896    6,134,850    5,677,504
                                                  -----------  -----------  -----------  -----------
     Other income (expense):
       Interest expense                               (26,918)     (19,884)      (5,293)      (5,086)
       Interest and dividend income                 2,940,935    2,737,494      863,591    1,238,866
       Realized and unrealized loss on
         investments                                       --      (25,787)          --           --
       Other, net                                     875,388      (12,717)     163,226      (12,546)
                                                  -----------  -----------  -----------  -----------
                                                    3,789,405    2,679,106    1,021,524    1,221,234
                                                  -----------  -----------  -----------  -----------
     Income before income taxes                    15,274,035   14,790,002    7,156,374    6,898,738
     Provision for income taxes                     5,040,991    5,472,301    2,283,106    2,552,533
                                                  -----------  -----------  -----------  -----------
     Income before cumulative effect of change
       in accounting principle                     10,233,044    9,317,701    4,873,268    4,346,205
     Cumulative effect of change in accounting
       principle, net of income taxes                      --      127,710           --      127,710
                                                  -----------  -----------  -----------  -----------
     Net income                                   $10,233,044  $ 9,445,411  $ 4,873,268  $ 4,473,915
                                                  ===========  ===========  ===========  ===========
     </TABLE>
     <PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Income, Continued
     (Unaudited)
     for the nine and three months ended September 30, 1999 and 1998
     <TABLE>
     <CAPTION>
                                                     Nine Months Ended         Three Months Ended
                                                       September 30,             September 30,
                                                  ------------------------  ------------------------
                                                     1999         1998         1999         1998
                                                  -----------  -----------  -----------  -----------
     <S>                                          <C>          <C>          <C>          <C>
     Earnings per share - basic:
       Income per share before cumulative
         effect of change in accounting
         principle                                $      1.05  $      1.08  $      0.50  $      0.44
       Cumulative effect of accounting change              --         0.02           --         0.01
                                                  -----------  -----------  -----------  -----------
     Net income per share - basic                 $      1.05  $      1.10  $      0.50  $      0.45
                                                  ===========  ===========  ===========  ===========
     Weighted average common shares outstanding     9,750,870    8,610,455    9,733,441    9,910,087
                                                  ===========  ===========  ===========  ===========
     Earnings per share - diluted:
       Income per share before cumulative
         effect of change in accounting
         principle                                $      1.04  $      1.05  $      0.50  $      0.43
       Cumulative effect of accounting change              --         0.01           --         0.01
                                                  -----------  -----------  -----------  -----------
     Net income per share - diluted               $      1.04  $      1.06  $      0.50  $      0.44
                                                  ===========  ===========  ===========  ===========
     Weighted average common shares outstanding -
       diluted                                      9,809,429    8,877,509    9,779,580   10,162,795
                                                  ===========  ===========  ===========  ===========
     </TABLE>

     The accompanying notes are an integral part of the consolidated
       financial statements.<PAGE>
     Ambassadors International, Inc.
     Consolidated Statements of Comprehensive Income
     for the nine and three months ended September 30, 1999 and 1998


     <TABLE>
     <CAPTION>

                                    Nine Months Ended           Three Months Ended
                                    September 30,               September 30,
                                    -------------------------   -------------------------
                                    1999          1998          1999          1998
                                    -------------------------   -----------   -----------
      <S>                           <C>           <C>           <C>           <C>
      Net income                    $10,233,044   $ 9,445,411   $ 4,873,268   $ 4,473,915

      Unrealized gains (losses)
        on foreign currency
        exchange contracts, net
        of tax                          258,543      (213,156)      323,986      (213,156)
                                    -----------   -----------   -----------   -----------
      Comprehensive income          $10,491,587   $ 9,232,255   $ 5,197,254   $ 4,260,759
                                    ===========   ===========   ===========   ===========

      </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, 1999 and 1998

                                                    1999         1998
                                                 -----------  -----------
     Cash flows from operating activities:
       Net income                                $10,233,044  $ 9,445,411
       Adjustments to reconcile net income
         to net cash provided by operating
         activities:
           Depreciation and amortization           1,837,471    1,470,664
           Loss on investments                            --       25,787
           Loss on sale of property, plant
             and equipment                            20,035       13,857
           Compensation expense on stock grants       98,438       98,438
           Other, net                                (52,615)          --
           Change in assets and liabilities,
             net of effects of purchases of
             subsidiaries:
               Restricted cash                            --        5,000
               Accounts receivable                (4,568,536)   1,794,954
               Prepaid program costs and
                 expenses                            255,084   (6,971,954)
               Other assets                          130,129      288,695
               Accounts payable and accrued
                 expenses                          5,059,668      388,852
               Participants' deposits             (5,464,312)   3,338,659
               Customer advances                     114,640     (347,079)
                                                 -----------  -----------
                   Net cash provided by
                     operating activities          7,663,046    9,551,284
                                                 -----------  -----------
     Cash flows from investing activities:
       Purchase of property, plant and
         equipment                                (1,265,823)  (1,348,003)
       Purchase of available-for-sale
         securities                              (77,067,741) (33,199,708)
       Proceeds from sale and maturities of
         available-for-sale securities            49,531,177           --
       Purchase of investments                    (2,655,035)      (1,500)
       Cash paid for acquisitions of
         subsidiaries, net of cash received       (4,017,514)  (6,414,761)
       Payment for covenant not-to-compete        (1,271,076)    (200,000)


     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, 1999 and 1998


                                                    1999         1998
                                                 -----------  -----------
     Cash flows from investing activities,
       Continued:
         Payments received on notes receivable            --      149,455
         Change in other assets                       29,210           --
                                                 -----------  -----------
                 Net cash used in investing
                   activities                    (36,716,802) (41,014,517)
                                                 -----------  -----------

     Cash flows from financing activities:
       Cash received from exercise of stock
         options                                     224,654      142,209
       Payments of notes payable                    (135,447)     (87,608)
       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           (3,828,293)  70,402,572
                                                 -----------  -----------
     Net increase (decrease) in cash and cash
       equivalents                               (32,882,049)  38,939,339
     Cash and cash equivalents, beginning
       of period                                  55,289,580   22,870,546
                                                 -----------  -----------
     Cash and cash equivalents, end of
       period                                    $22,407,531  $61,809,885
                                                 ===========  ===========
     Non-cash investing and financing
       activities:
         Common shares issued for acquisition
           of subsidiaries                       $ 1,147,156  $ 5,693,438
                                                 ===========  ===========
         Note payable issued for acquisition
           of subsidiary                         $   600,000
                                                 ===========

     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 September 30, 1999, the
         consolidated results of operations and comprehensive income for
         the nine- and three-month periods ended September 30, 1999 and
         1998 and the consolidated cash flows for the nine-month periods
         ended September 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
         restricted shares of the Company's 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.

         In September 1999, the Company acquired all of the capital stock
         of a company primarily involved in registration services for
         conventions.  The purchase price for this company consisted of
         cash and a note payable.

         Both acquisitions were accounted for using the purchase method of
         accounting.  The results of operations of the acquisitions have
         been included in the consolidated statement of income since the
         respective dates 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>
                                          Nine Months Ended           Three Months Ended
                                          September 30,               September 30,
                                          -------------------------   -------------------------
                                          1999          1998          1999          1998
                                          -----------   -----------   -----------   -----------
              <S>                         <C>           <C>           <C>           <C>
              Numerator:
                Income before cumulative
                   effect of change in
                   accounting principle   $10,233,044   $ 9,317,701   $ 4,873,268   $ 4,346,205
                Cumulative effect of
                   change in accounting
                   principle, net of
                   income taxes                    --       127,710            --       127,710
                                          -----------   -----------   -----------   -----------
                Net income for basic and
                   diluted earnings per
                   share                  $10,233,044   $ 9,445,411   $ 4,873,268   $ 4,473,915
                                          ===========   ===========   ===========   ===========

      </TABLE>
      <PAGE>
     AMBASSADORS INTERNATIONAL, INC.
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     4.  EARNINGS PER SHARE, CONTINUED

     <TABLE>
     <CAPTION>
                                               Nine Months Ended         Three Months Ended
                                               September 30,             September 30,
                                               -----------------------   -----------------------
                                               1999         1998         1999         1998
                                               ----------   ----------   ----------   ----------
              <S>                              <C>          <C>          <C>          <C>
              Denominator:
                Weighted-average shares
                   outstanding - basic          9,750,870    8,610,455    9,733,441    9,910,087
                Effect of dilutive common
                   stock options (A)               58,559      267,054       46,139      252,708
                                               -----------  -----------  -----------  ----------
                Weighted-average shares
                   outstanding - diluted        9,809,429    8,877,509    9,779,580   10,162,795
                                               ===========  ===========  ===========  ==========
              Earnings per share - basic:
                Income before cumulative
                   effect of change in
                   accounting principle        $     1.05   $     1.08   $     0.50   $     0.44
                Cumulative effect of change
                   in accounting principle,
                   net of income taxes                 --         0.02           --         0.01
                                               ----------   ----------   ----------   ----------
                Net income per share - basic   $     1.05   $     1.10   $     0.50   $     0.45
                                               ==========   ==========   ==========   ==========
              Earnings per share - diluted:
                Income before cumulative
                   effect of change in
                   accounting principle        $     1.04   $     1.05   $     0.50   $     0.43
                Cumulative effect of change
                   in accounting principle,
                   net of income taxes                 --         0.01           --         0.01
                                               ----------   ----------   ----------   ----------
                Net income per share -diluted  $     1.04   $     1.06   $     0.50   $     0.44
                                               ==========   ==========   ==========   ==========

      </TABLE>

     (A) For the three months ended September 30, 1999 and 1998, 368,162
         and 147,150 additional stock options were outstanding,
         respectively.  For the nine months ended September 30, 1999 and
         1998, 291,674 and 147,150 additional stock options were
         outstanding, respectively.  The effects of the shares which would
         be issued upon the exercise of these options have been excluded
         from the calculation of diluted earnings per share because they
         are anti-dilutive.
     <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 segments 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>
                                            Nine Months Ended           Three Months Ended
                                            September 30,               September 30,
                                            -------------------------   -------------------------
                                            1999          1998          1999          1998
                                            -----------   -----------   -----------   -----------
              <S>                           <C>           <C>           <C>           <C>
              Revenues:
                Education Group             $25,177,322   $22,336,118   $12,934,709   $ 9,783,541
                Performance Group            13,143,819    11,172,781     3,485,293     4,374,903
                Corporate and Other             136,142       143,058        19,765       126,768
                                            -----------   -----------   -----------   -----------
                   Total                    $38,457,283   $33,651,957   $16,439,767   $14,285,212
                                            ===========   ===========   ===========   ===========

              Operating Income (Loss):
                Education Group             $13,393,130   $12,734,889   $ 7,533,245   $ 6,143,492
                Performance Group               247,311     1,150,562      (621,917)      115,238
                Corporate and Other          (2,155,811)   (1,774,555)     (776,478)     (581,226)
                                            -----------   -----------   -----------   -----------
                                            $11,484,630   $12,110,896   $ 6,134,850   $ 5,677,504
                                            ===========   ===========   ===========   ===========
      </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 SEPTEMBER 30, 1999 TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1998

     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, a subsidiary of AEG, acquired
     the assets of Travel Dynamics, Inc. and included the acquisition in
     the Company's results of operations as of the date of acquisition.

     In September 1999, APG acquired Advanced Registration Systems, 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 $47.6 million in the third quarter
     of 1999 from $37.6 million in the comparable quarter of 1998.  This
     $10.0 million increase is due primarily to an acquisition within AEG
     combined with APG establishing new sales offices in 1998 that resulted
     in increased 1999 gross program receipts.

     NET REVENUE
     -----------
     Net revenue increased to $16.4 million in the third quarter of 1999
     from $14.3 million in the comparable quarter of 1998.  This $2.1
     million increase is due primarily to an acquisition within AEG in
     1999.
     <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 increased to $5.8 million in the
     third quarter of 1999 from $4.6 million in the comparable quarter of
     1998.  This $1.2 million increase is the result of assuming expenses
     in conjunction with a 1999 acquisition as well as increased marketing
     efforts within AEG.

     GENERAL AND ADMINISTRATIVE EXPENSES
     -----------------------------------
     General and administrative expenses increased to $4.5 million in the
     third quarter of 1999 from $4.0 million in the comparable quarter of
     1998.  This increase is primarily due to the 1998 and 1999  acquisi-
     tions 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
     $0.9 million in the third quarter of 1999, compared to $1.2 million in
     the comparable quarter of 1998.  The decrease is a result of cash used
     in continued acquisition activity and the overall downturn of market
     yields.

     INCOME TAXES
     ------------
     The Company has recorded an income tax provision of approximately $2.3
     million for the third quarter of 1999 in comparison to a $2.6 million
     tax provision for the comparable quarter of 1998.  Income tax
     provisions have been recorded based upon the estimated effective
     income tax rate applied to the pre-tax income.

     COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1999 TO THE NINE MONTHS
     ENDED SEPTEMBER 30, 1998

     GROSS PROGRAM RECEIPTS
     ----------------------
     Gross program receipts increased to $120.9 million in the nine-month
     period ended September 30, 1999 from $96.5 million in the comparable
     period of 1998.  This $24.4 million increase is the result of a net
     increase in gross program receipts from AEG and APG.  In 1999, AEG's
     gross program receipts increase was due to increased programs from an
     acquisition partially offset by reduced program receipts caused by the
     effect of concerns over the military action in Kosovo as well as
     international unrest exemplified by the State Department's warnings on
     travel to China.  In addition, APG opened new sales offices in 1998
     that resulted in increased 1999 gross program receipts.
     <PAGE>
     NET REVENUE
     -----------
     Net revenue increased to $38.5 million in the nine-month period ended
     September 30, 1999 from $33.7 million in the comparable period of
     1998.  This $4.8 million increase is due primarily to an acquisition
     within AEG in 1999 combined with APG establishing 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 $13.6 million in the
     nine-month period ended September 30, 1999 from $11.3 million in the
     comparable period of 1998.  This $2.3 million increase is primarily
     the result of the 1998 and 1999 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 $13.4 million in the
     nine-month period ended September 30, 1999 from $10.3 million in the
     comparable period of 1998.  This $3.1 million increase is primarily
     due to the 1998 and 1999 acquisitions 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 September 30, 1999, the Company
     had $87.6 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
     $2.9 million in the nine-month period ended September 30, 1999,
     compared to $2.7 million in the comparable period of 1998, an increase
     of $0.2 million.
     <PAGE>
     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
     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 $5.0
     million for the nine-month period ended September 30, 1999 in
     comparison to a $5.5 million tax provision for the comparable period
     ended September 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
     and fourth quarters of the fiscal year has significantly fewer
     programs traveling than the other quarters of the year.  Accordingly,
     the Company's revenues, operating income and cash flow are lower
     during the first and fourth quarters.
     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.
     <PAGE>
     Net cash provided by operations for the nine months ended
     September 30, 1999 and 1998 was $7.7 million and $9.6 million,
     respectively.  The decrease in operating cash flows of $1.9 million
     from 1998 to 1999 can be attributed to the timing of accounts
     receivable collections and participant deposits.

     Net cash used in investing activities for the nine months ended
     September 30, 1999 and 1998 was $36.7 million and $41.0 million,
     respectively.  The net cash used in investing activities decreased in
     1999 primarily due to the net decrease in investments.

     The Company does not have any material capital expenditure commitments
     for 1999.  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 Bank of America, 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 and as of September 30, 1999, the Company has
     repurchased shares for approximately $4.0 million.  Subsequent to
     September 30, 1999, the Company repurchased shares for approximately
     $3.4 million.  The Company does not believe that any such repurchases
     will have a significant impact on the Company's liquidity.

     At September 30, 1999, the Company had approximately $87.6 million of
     available-for-sale investments and cash and cash equivalents,
     including program participant funds of $15.9 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.
     <PAGE>
     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.

     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 hardware
     and software which the Company uses, including all of its finance
     software, has been certified as Year 2000 compliant.  AEG's internally
     generated client databases are Year 2000 compliant.

     APG's hardware, operating systems, applications software and
     internally generated data require additional assessment and
     remediation for Year 2000 compliance. APG is currently in the
     development of remediation and remediation phases. Voicemail software
     at two of the Company's offices is not Year 2000 compliant; however,
     this software will be replaced by December 31, 1999. The cost of
     replacement is not expected to be material.
     <PAGE>
     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 testing 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.

     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 program participants actually
     travelling on 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. Although the Company has tested such third-party
     products, the Company cannot be sure that its tests are adequate.
     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.
     <PAGE>
     PART II - OTHER INFORMATION

     Items 1, 2, 3, 4 and 5 are not presented as they are not applicable.

     Item 6. Exhibits and Reports on Form 8-K.
             (a)  Exhibits:

                  27.1  - Financial Data Schedule

             (b)  Reports on Form 8-K:

                  No reports on Form 8-K were filed for the three months
                  ended September 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: November 15, 1999   By: /s/Jeffrey D. Thomas
           -----------------       ------------------------------------
                                   Jeffrey D. Thomas,
                                   Chief Financial Officer