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

                                    FORM 10-QSB
        (Mark One)

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

            For the quarterly period ended March 31, 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 April 30, 1997: 6,754,337

        <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
                   Consolidated Statements of Operations
                   Consolidated Statements of Cash Flows
                   Notes to Consolidated Financial Statements

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


        PART II  OTHER INFORMATION

        Item 6.  Exhibits and Reports on Form 8-K


        SIGNATURES
        <PAGE>
        AMBASSADORS INTERNATIONAL, INC.
        CONSOLIDATED BALANCE SHEETS (UNAUDITED)
        March 31, 1997 and December 31, 1996



                                                  March 31,   December 31,
                                                    1997          1996
                                                 -----------  ------------
                      ASSETS

        Current assets:
         Cash and cash equivalents               $29,994,813   $18,281,433
         Restricted cash equivalents                  78,000        55,000
         Investments                                 328,598       590,111
         Accounts receivable (including 
            $3,118 and $14,167 from officers 
            and employees)                         2,512,070     1,469,053
         Inventory                                   164,938       157,234
         Prepaid program costs and expenses        3,362,348     1,359,950
         Deferred income taxes                        31,601        24,584
         Note receivable                             162,354
         Other assets                                  4,066        12,892
                                                 -----------   -----------
              Total current assets                36,638,788    21,950,257

        Property, plant and equipment, net         1,749,953     1,575,486
        Investment in joint venture                  262,500       262,500
        Goodwill, net of $211,737 and 
         $115,567 accumulated amortization         3,330,105     3,338,224
        Covenant-not-to-compete, net of 
         $26,294 and $19,209 accumulated
         amortization                                111,206       105,791
        Other assets                                  36,333        36,792
                                                 -----------   -----------
              Total assets                       $42,128,885   $27,269,050
                                                 ===========   ===========

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

        <PAGE>
        AMBASSADORS INTERNATIONAL, INC.
        CONSOLIDATED BALANCE SHEETS (UNAUDITED), CONTINUED
        March 31, 1997 and December 31, 1996



                                                  March 31,   December 31,
                                                    1997         1996
                                                 -----------  ------------

                  LIABILITIES AND
                STOCKHOLDERS' EQUITY

        Current liabilities:
          Accounts payable                       $ 1,459,722   $ 1,764,002
          Accrued expenses                           380,139       822,927
          Participants' deposits                  22,550,039     5,138,772
          Customer advances                        2,164,085     2,396,578
          Notes payable                                3,290       201,146
                                                 -----------   -----------
              Total current liabilities           26,557,275    10,323,425

        Deferred income taxes                        163,044       163,044
                                                 -----------   -----------
              Total liabilities                   26,720,319    10,486,469
                                                 -----------   -----------

        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, 6,754,337
            and 6,753,887 shares                      67,544        67,539
          Additional paid-in capital              13,629,315    13,625,279
          Retained earnings                        1,711,707     3,089,763
                                                 -----------   -----------
              Total stockholders' equity          15,408,566    16,782,581
                                                 -----------   -----------
              Total liabilities and stock-
                holders' equity                  $42,128,885   $27,269,050
                                                 ===========   ===========


        The accompanying notes are an integral part of the consolidated 
          financial statements.
        <PAGE>
        AMBASSADORS INTERNATIONAL, INC.
        CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
        for the three months ended March 31, 1997 and 1996



                                                   1997           1996
                                                -----------    -----------
        Revenues                                $ 1,981,653    $   594,181
                                                -----------    -----------
        Operating expenses:
          Selling and tour promotion              2,135,782      1,911,660
          General and administrative              1,892,826      1,337,240
                                                -----------    -----------
                                                  4,028,608      3,248,900
                                                -----------    -----------
        Operating loss                           (2,046,955)    (2,654,719)
                                                -----------    -----------
        Other income (expense):
          Interest expense                             (321)          (416)
          Interest and dividend income              315,514        195,359
          Realized and unrealized gain (loss)
            on investments and other               (261,513)       221,871
          Other, net                                    464             73
                                                -----------    -----------
                                                     54,144        416,887
                                                -----------    -----------
        Loss before income taxes                 (1,992,811)    (2,237,832)
        Income tax benefit                          614,755        760,722
                                                -----------    -----------
        Net loss                                $(1,378,056)   $(1,477,110)
                                                ===========    ===========
        Net loss per share                      $     (0.20)   $     (0.22)
                                                ===========    ===========
        Weighted average shares outstanding       6,754,037      6,615,030
                                                ===========    ===========


        The accompanying notes are an integral part of the consolidated
          financial statements.
        <PAGE>
        AMBASSADORS INTERNATIONAL, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
        for the three months ended March 31, 1997 and 1996



                                                   1997          1996
                                                -----------   -----------
        Cash flows from operating activities:
         Net loss                               $(1,378,056)  $(1,477,110)
         Adjustments to reconcile net loss
          to net cash provided by operating 
          activities:
            Depreciation and amortization           201,602        98,131
            Deferred income tax benefit              (7,017)     (760,722)
            (Gain) loss on investments              261,513      (221,871)
            Loss on sale of property, plant 
             and equipment                                            880
            Change in assets and liabilities,
             net of effects of purchases of
             subsidiaries:
              Restricted cash                       (23,000)
              Accounts receivable                (1,043,017)      865,042
              Inventory                              (7,704)
              Prepaid program costs and 
               expenses                          (2,002,398)     (525,150)
              Other assets                            9,285
              Accounts payable and accrued 
               expenses                            (747,068)     (445,911)
              Participants' deposits             17,411,267    11,203,091
              Customer advances                    (232,493)
                                                -----------   -----------
                Net cash provided by 
                 operating activities            12,442,914     8,736,380
                                                -----------   -----------
        Cash flows from investing activities:
         Purchase of property, plant and 
          equipment                                (272,814)     (115,709)
         Proceeds from sale of property, plant 
          and equipment                                             1,220
         Purchase of investments                                   (5,000)
         Cash (paid) received from acquisitions 
          of subsidiaries, net of cash paid         (88,051)      197,314
         Payment for covenant-not-to-compete        (12,500)
         Amounts received (paid) on notes 
          receivable                               (162,354)          150
         Origination of note receivable                           (87,500)
                                                -----------   -----------
                Net cash used in investing
                 activities                        (535,719)       (9,525)
                                                -----------   -----------

        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 three months ended March 31, 1997 and 1996



                                                   1997          1996
                                                -----------   -----------
        Cash flows from financing activities:
         Payments of notes payable              $  (197,856)  $    (1,583)
         Cash received from exercise of stock
          options                                     4,041
                                                -----------   -----------
              Net cash used in financing
               activities                          (193,815)       (1,583)
                                                -----------   -----------
        Net increase in cash and cash 
         equivalents                             11,713,380     8,725,272
        Cash and cash equivalents, beginning 
         of period                               18,281,433    12,974,252
                                                -----------   -----------
        Cash and cash equivalents, end of 
         period                                 $29,994,813   $21,699,524
                                                ===========   ===========
        Supplemental disclosure of cash flow 
         information:
          Cash paid for interest                $       321   $       416

        Noncash investing and financing 
         activities:
          Estimated market value of common 
           shares issued for acquisition of 
           subsidiary                                             576,000


        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 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 March 31,
            1997, and the consolidated results of operations and cash flows
            for the three-month periods ended March 31, 1997.  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 and Ambassador Performance Group, Inc.  All
            significant intercompany accounts and transactions are
            eliminated in consolidation.


        3.  INCOME TAXES

            For the three months ended March 31, 1997, the Company recorded
            an income tax benefit of approximately $615,000 to reflect the
            benefit of the net operating loss at the estimated effective
            federal rate.  


        4.  1996 ACQUISITIONS

            On January 29, 1996, the Company acquired all of the
            outstanding common stock of The Helin Organization, which is
            located in Newport Beach, California.  The Helin Organization
            is a meeting management and incentive travel company and has
            become a separate division of the Company.
        <PAGE>
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


        4.  1996 ACQUISITIONS, CONTINUED

            On February 7, 1996, API acquired the assets of American People
            Ambassador Programs (APAP).  APAP has offices in Winnebago,
            Illinois and Birmingham, Alabama and provides adult travel
            programs that are very similar to the Company's adult programs. 
            The former president of APAP has entered into an employment
            agreement with API and will continue to market the APAP
            programs.

            On December 23, 1996, the Company acquired all of the
            outstanding common stock of Bitterman & Associates, Inc. (B&A),
            which is located in Minneapolis, Minnesota, with sales offices
            in Chicago and Winnebago, Illinois; Newport Beach and San
            Francisco, California; Philadelphia, Pennsylvania; Fairway,
            Kansas; and Lacross, Wisconsin. B&A administers incentive
            travel and merchandise programs.  Concurrent with the
            acquisition, B&A was merged into Ambassador Performance Group,
            Inc., a wholly owned subsidiary of the Company.

            The total purchase price for the above acquisitions was
            $1,450,000 plus 218,857 shares of the Company's restricted
            common stock and certain contingent consideration.  The common
            stock, issued to effect the transaction, was recorded at quoted
            market price less a discount to reflect the restricted nature
            of the stock.  The contingent consideration to be paid is
            dependent upon the success of APAP's travel programs.  A
            portion of 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. 
            Another portion of the contingent consideration will be
            accounted for as compensation expense when, and if, paid.  In
            connection with the acquisition of APAP, the Company also
            entered into a covenant-not-to-compete with a key employee for
            a total of $300,000 to be paid over 4.5 years.

            These acquisitions have been accounted for using the purchase
            method of accounting.  The results of operations of these
            companies have been included in the consolidated statement of
            income since their respective dates of acquisition.


        5.  INVESTMENTS:

            Included in investments is available for sale equity securities
            in the amounts of $570,047 and $590,111 at March 31, 1997 and
            December 31, 1996, respectively.  At March 31, 1997, unrealized
            losses on foreign currency forward contracts of $241,449 are
            also included in investments.
        <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 MARCH 31, 1997 TO THE THREE MONTHS
        ENDED MARCH 31, 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 first quarter of 1996,
        due to the timing of the acquisitions and changes implemented
        subsequent to the first quarter of 1996, contributions of these
        entities to the Company's revenues have increased in the first
        quarter of 1997 when compared to the first quarter of 1996.

        GROSS PROGRAM RECEIPTS
        ----------------------
        Gross program receipts increased $5.3 million from $2.3 million in
        the first quarter of 1996 to $7.6 million in the first quarter of
        1997.  This increase can be principally attributed to an increase
        in the number of program participants and the acquisitions of
        Bitterman & Associates, Inc., the Helin Organization and American
        People Ambassador Programs in 1996.

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

        For the first quarter of 1997, selling and tour promotion expenses
        were $2.1 million compared to $1.9 million in the prior year.  This
        increase is the result of acquisitions and the assumption of their
        additional costs.

        GENERAL AND ADMINISTRATIVE EXPENSES
        -----------------------------------
        General and administrative expenses were $1.9 million in the first
        quarter of 1997 in comparison to $1.3 million in 1996.  This
        increase is primarily due to the acquisition of three companies and
        their related general and administrative expenses.

        OTHER INCOME/EXPENSE
        --------------------
        Other income includes foreign currency gains or losses and interest
        income.  Other income and expense decreased $0.4 million in the
        first quarter of 1997 in comparison to the first quarter of 1996. 
        This decrease is directly related to losses in the current period
        in the Company's foreign currency contracts.
        <PAGE>
        The unrealized loss at March 31, 1997 is primarily due to the
        Company s forward foreign currency contracts which are marked to
        market as the Company does not have firm commitments to purchase
        goods or services associated in foreign currencies.  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
        anticipated 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 March 31, 1997 was approximately
        $6.6 million.

        INCOME TAXES
        ------------
        The Company has recorded an income tax benefit of approximately
        $0.6 million for the quarter ended March 31, 1997 in comparison to
        a $0.8 million tax benefit for the quarter ended March 31, 1996. 
        Income tax benefits have been recorded based upon the estimated
        effective income tax rates applied to the pre-tax loss.

        SEASONALITY
        -----------
        Due to the seasonality of the core business of Ambassadors
        International, Inc., the first quarter of the fiscal year has
        significantly fewer programs traveling than the other quarters of
        the year.  Thus, the Company budgeted and incurred a net loss of
        approximately $1.4 million or $0.20 per share in the first quarter
        of 1997 compared to a $1.5 million net loss or $0.22 per share in
        the comparable 1996 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 quarter ended March 31,
        1997 and 1996, respectively, was approximately $12.4 million and
        $8.7 million.  The increase in operating cash flows from 1996 to
        1997 can be attributed to the timing of cash receipts from
        participants and the increase in program participation.

        Capital expenditures for the quarter ended March 31, 1997, of
        approximately $0.3 million, were funded from operations.  The
        Company does not have any material capital expenditure commitments
        for the ensuing year.  However, the Company's acquisition of a 
        <PAGE>
        subsidiary in 1996 included contingent consideration.  The
        remaining contingent consideration, which is dependent upon the
        success of the travel programs of one of the companies, will not
        have a significant effect on the Company's cash flows.  Also, the
        Company is continuing to pursue further acquisitions of related
        travel businesses that will require some of its available cash and
        cash equivalents.  The Company had no significant long- or short-
        term debt as of March 31, 1997.

        The Company has a credit facility available with Seafirst Bank for
        $15.0 million U.S. dollars for foreign currency purchases and
        forward contracts.

        At March 31, 1997, the Company had approximately $30.0 million of
        cash and cash equivalents.  Management believes existing cash and
        cash equivalents and 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 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 PRONOUNCEMENT
        ----------------------------
        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 
        <PAGE>
        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 basic EPS computation to the
        numerator and denominator of the diluted EPS computation.  SFAS 128
        is effective for financial statements issued for period 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.


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

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

                Exhibits: 27 - Financial Data Schedule

                Reports on Form 8-K:

                On January 1, 1997, the Company filed a Form 8-K related to
                the acquisition of Bitterman & Associates, Inc.  On March
                10, 1997, the Company filed a Form 8-K/A to include the
                audited financial statements of Bitterman & Associates,
                Inc.
        <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: May 15, 1997    By:  /s/Jeffrey D. Thomas
                                   ------------------------------------
                                   Jeffrey D. Thomas, 
                                   Chief Financial Officer
<PAGE>