UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                                450 Fifth Street
                             Washington, D.C. 20549

                                   Form 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                For the Quarterly Period Ended December 31, 2002

                           Commission File No. 0-3858

                        INTERNATIONAL LEISURE HOSTS, LTD.
       ------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



         Wyoming                                            86-0224163
-------------------------------                         -------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)


3207 S. Hardy Drive
    Tempe, AZ                                               85282
---------------------                                     ----------
(Address of principal                                     (Zip Code)
executive office)

Issuer's telephone number, including area code (480) 829-7600
                                               --------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the 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   [_]

State the number of shares outstanding of each of the issuer's classes of common
stock as of the close of the latest practicable date. There were 694,407 shares
of $.01 par value common stock outstanding as of December 31, 2002.

                                  Page 1 of 18
<PAGE>
PART I - FINANCIAL INFORMATION

 ITEM 1 - Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                           December            March
                                                                                           31, 2002          31, 2002
                                                                                          ----------         ----------
ASSETS                                                                                    (Unaudited)
<S>                                                                                       <C>                <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                               $153,913            $49,664
    Accounts receivable                                                                       21,737             26,402
    Income tax refund receivable                                                               1,000              1,000
    Merchandise inventories                                                                  153,487            109,563
    Prepaid expenses and other                                                                49,733             26,751
                                                                                          ----------         ----------
        Total current assets                                                                 379,870            213,380
                                                                                          ----------         ----------
PROPERTY AND EQUIPMENT:
    Buildings and improvements                                                             7,514,447          7,030,870
    Equipment                                                                              2,143,705          1,983,380
    Leasehold improvements                                                                   325,600            325,600
    Construction in progress                                                                                    321,553
                                                                                          ----------         ----------
        Total property and equipment                                                       9,983,752          9,661,403
    Less accumulated depreciation and amortization                                         3,477,319          3,260,199
                                                                                          ----------         ----------
        Property and equipment - net                                                       6,506,433          6,401,204
                                                                                          ----------         ----------
DEPOSITS                                                                                       6,561
                                                                                          ----------         ----------
TOTAL                                                                                     $6,892,864         $6,614,584
                                                                                          ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable under line of credit from related party                                    $585,000           $935,000
   Note payable under line of credit                                                         500,000            175,000
   Accounts payable:
     Trade                                                                                   158,254             71,748
     Related party                                                                                                5,000
   Accrued liabilities                                                                        31,439             42,982
   Advance deposits                                                                          206,140            118,743
                                                                                          ----------         ----------
        Total current liabilities                                                          1,480,833          1,348,473
DEFERRED INCOME TAXES                                                                        177,421            177,421
                                                                                          ----------         ----------
        Total liabilities                                                                  1,658,254          1,525,894
                                                                                          ----------         ----------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Preferred stock, $5 par value - authorized 100,000 shares: none issued
    Common stock, $.01 par value - authorized 2,000,000 shares:
      issued 718,373 shares                                                                    7,184              7,184
    Additional paid-in capital                                                               656,426            656,426
    Retained earnings                                                                      4,649,962          4,504,042
                                                                                          ----------         ----------
                                                                                           5,313,572          5,167,652
    Less common stock in treasury - at cost, 23,966 shares                                   (78,962)           (78,962)
                                                                                          ----------         ----------
        Shareholders' equity - net                                                         5,234,610          5,088,690
                                                                                          ----------         ----------
TOTAL                                                                                     $6,892,864         $6,614,584
                                                                                          ==========         ==========
</TABLE>
See notes to condensed consolidated financial statements

                                  Page 2 of 18
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                            Three months ended              Nine months ended
                                                                December 31,                   December 31,
                                                           -------------------------       ------------------------
                                                              2002           2001            2002            2001
                                                           ----------      ---------       --------        --------
<S>                                                        <C>              <C>          <C>             <C>
REVENUES:
 Sales of merchandise                                      $   67,860       $101,155     $1,368,388      $1,388,399
 Room, cabin and trailer space rentals                         27,356         46,138      1,491,531       1,346,178
 Other rentals and income                                     133,817        148,580        280,880         335,536
 Interest                                                         774            442          2,904           4,157
                                                           ----------      ---------       --------        --------
    Total revenues                                            229,807        296,315      3,143,703       3,074,270
                                                           ----------      ---------       --------        --------
COSTS AND EXPENSES:
 Cost of merchandise                                           86,298         56,479        873,217         800,808
 Operating                                                    305,190        359,214      1,433,607       1,483,389
 General and administrative                                    19,449         23,329         74,419          71,767
 General and administrative - related party                    76,704         52,598        222,852         120,098
 Net loss on asset disposals                                                                 28,490             662
 Depreciation and amortization                                 86,139         94,881        248,933         272,516
 Interest                                                      14,809         11,613         41,265          36,683
                                                           ----------      ---------       --------        --------
    Total costs and expenses                                  588,589        598,114      2,922,783       2,785,923
                                                           ----------      ---------       --------        --------

Income (loss) before income taxes                            (358,782)      (301,799)       220,920         288,347

Provision (benefit)for income taxes                          (125,000)      (109,000)        75,000          83,304
                                                           ----------      ---------       --------        --------

NET INCOME (LOSS)                                          $ (233,782)     $(192,799)      $145,920        $205,043
                                                           ==========      =========       ========        ========
NET INCOME (LOSS)
     PER COMMON SHARE                                      $    (0.34)     $   (0.28)     $    0.21      $     0.30
                                                           ==========      =========       ========        ========
</TABLE>
See notes to unaudited condensed consolidated financial statements

                                  Page 3 of 18
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        Nine months ended
                                                           December 31,
                                                      ---------------------
                                                         2002        2001
                                                      ---------   ---------
OPERATING ACTIVITIES:
  Net income                                          $ 145,920   $ 205,043
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                     248,933     272,516
      Net loss on asset disposals                        28,490         662
  Changes in assets and liabilities:
      Accounts receivable                                 4,665     (29,968)
      Merchandise inventories                           (43,924)    (58,455)
      Prepaid expenses and other                        (29,543)    (11,609)
      Accounts payable - trade                           86,506     (62,540)
      Accounts payable - related party                   (5,000)
      Income taxes payable                                          (14,454)
      Accrued liabilities                               (11,543)     (9,412)
      Advance deposits                                   87,397      86,927
                                                      ---------   ---------
        Net cash provided by operating activities       511,901     378,710
                                                      ---------   ---------
INVESTING ACTIVITIES:
      Purchases of property and equipment              (432,269)   (315,471)
      Proceeds from sale of property and equipment       49,617       2,750
                                                      ---------   ---------
        Net cash used in investing activities          (382,652)   (312,721)
                                                      ---------   ---------
FINANCING ACTIVITIES:
      Loan proceeds from related party                              100,000
      Loan payments to related party                   (350,000)
      Loan proceeds from bank                           325,000
      Loan payments to bank                                        (247,420)
                                                      ---------   ---------
        Net cash used in financing activities           (25,000)   (147,420)
                                                      ---------   ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS    104,249     (81,431)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR             49,664     174,991
                                                      ---------   ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD              $ 153,913   $  93,560
                                                      =========   =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest                  $  50,424   $  63,349
                                                      =========   =========
     - Cash paid for income taxes                     $  90,000   $  95,000
                                                      =========   =========

See notes to unaudited condensed consolidated financial statements

                                  Page 4 of 18
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     For the Three and Nine Month Periods Ended December 31, 2002 and 2001

The accompanying condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and notes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments and reclassifications considered necessary for a fair and comparable
presentation have been made and are of a normal recurring nature. Operating
results for the nine months ended December 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending March 31,
2003. The enclosed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-KSB for the year ended March 31, 2002.

1.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

International Leisure Hosts, Ltd. (the "Company") operates in one business
segment, the ownership and operation of Flagg Ranch Resort ("Flagg Ranch"), a
full-service resort motel and trailer park located in the John D. Rockefeller
Jr. Memorial Parkway, approximately four miles north of Grand Teton National
Park and two miles south of the southern entrance to Yellowstone National Park.

Significant Accounting Policies - The Company prepares its financial statements
in accordance with accounting principles generally accepted in the United States
of America. A summary of significant accounting policies is as follows:

a.   Basis of Consolidation - The consolidated financial statements include the
     accounts of the Company and its subsidiary after elimination of all
     significant intercompany transactions and accounts.

b.   Revenue Recognition - The Company recognizes lodging revenue at the
     completion of a room night and other ancillary revenue as the services are
     provided.

c.   Cash and cash equivalents - Cash and cash equivalents represent cash in
     banks, money market funds, and certificates of deposit with initial
     maturities of three months or less.

d.   Merchandise inventories are stated at the lower of cost (first-in,
     first-out basis) or market.

e.   Property and equipment are stated at cost. Depreciation is computed by
     straight-line and accelerated methods over the estimated useful lives,
     which range from 5 to 40 years. Leasehold improvements are amortized using
     the straight-line method over the lesser of the estimated useful life of
     the related asset or the term of the lease.

     The Company reviews the carrying values of its long-lived assets for
     possible impairment whenever events or changes in circumstances indicate
     that the carrying amount of assets to be held and used

                                  Page 5 of 18
<PAGE>
     may not be recoverable. For assets to be disposed of, the Company reports
     long-lived assets and certain identifiable intangibles at the lower of
     carrying amount or fair value less cost to sell.

f.   Income taxes - Deferred income taxes have been provided for the temporary
     differences between financial statement and income tax reporting on certain
     transactions.

g.   Use of Estimates - The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America requires management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

h.   Net Income per Common Share - Basic net income per common share is computed
     by dividing net income by the weighted average number of common shares o
     The weighted average number of common shares outstanding was 694,407 for
     both 2002 and 2001. Diluted net income per share reflects potential
     dilution that could occur from common sissuable through stock options,
     warrants or other convertible securities; however, the Company has no
     dilutive securities.

i.   Estimated Fair Value of Financial Instruments - The Company has ethe fair
     value of its financial instruments using available market data. However,
     considerable judgment is required in interpreting market data to develop
     estimates of fair value. The use of different market assumptions or
     methodologies may have a material effect on the estimates of fair values.
     The carrying values of cash, receivables, lines of credit, accounts
     payable, and accrued liabilities approximate fair values due to the
     short-term maturities or market rates of interest.

j.   New Accounting Pronouncement - In August 2001 the Financial AStandards
     Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")
     No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
     which supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to be Disposed of and amends APB Opinion
     No. 30, Reporting the Results of Operations - Reporting the Effects of
     Disposal of a Segment of a Business, and Extraordinary, Unusual and
     Infrequently Occurring Events and Transactions. The new rules apply to the
     classification and impairment analysis conducted on long- lived assets
     other than certain intangible assets, resolve existing conflicting
     treatment on the impairment of long-lived assets and provide implementation
     guidance regarding impairment calculations. SFAS No. 144 also expands the
     scope to include all distinguishable components of an entity that will be
     eliminated from ongoing operations in a disposal transaction. The Company
     implemented this statement on April 1, 2002 and such implementation dnot
     have a material effect on its financial statements.

     During 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
     No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
     Corrections; SFAS No. 146, Accounting for Costs Associated with Exit or
     Disposal Activities; and SFAS No. 147, Acquisitions of Certain Financial
     Institutions. These statements do not have a material impact on the
     Company's operations.
                                  Page 6 of 18
<PAGE>
2.       COMMITMENTS AND CONTINGENCIES

The Company receives its operating authorization from the National Park Service
("NPS"). The NPS Contract (the "Contract") which became effective on January 1,
1990, will expire on December 31, 2009.Under the terms of the Contract, prior to
December 31, 2002, the Company is required to move its existing 54-unit
riverside motel from its current location to the high ground above the Snake
River, to provide for new employee housing and make certain other improvements.
The Company has met these requirements by moving the riverside motel and
converting it into employee housing, plus building additional employee support
facilities.

The extensive capital investments which were required by the Company's current
Contract, were made based on the NPS providing road access in the winter and
full winter services (i.e., snowmobile rentals) for the duration of the
Contract. These services are necessary to allow the Company to recover its
substantial investment and provide a reasonable opportunity to realize a profit
consistent with the Contract and applicable law. The Company relied on the
Park's representations to spend approximately 7.5 million dollars in facilities
improvements. Precluding the Company from offering its full spectrum of winter
activities would materially and fundamentally alter key contract features and
substantially interfere with the Company's ability to recover its investments or
realize its planned profit.

The Contract fee to the NPS is calculated at 2 percent of gross receipts (as
defined), subject to review and possible adjustment every five years. For the
nine months ended December 31, 2002 and 2001, this fee amounted to $60,600, and
$57,300, respectively, which has been recorded as operating expense.

Flagg Ranch faces competition from hotels, camping areas and trailer facilities
in Yellowstone and Grand Teton National Parks, as well as from a large number of
hotels and motels in Wyoming, Montana and Idaho, offering some facilities which
are similar to those offered by Flagg Ranch. In addition, the business of Flagg
Ranch is susceptible to weather conditions and unfavorable trends in the economy
as a whole. Business could be significantly affected depending upon actions
which might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close Yellowstone National Park for the winter months, then Flagg
Ranch would have to discontinue its winter operations. NPS budget cutbacks could
also negatively impact the length of the summer season and the number of
visitors to Yellowstone and Grand Teton National Parks (the "Parks") and have a
corresponding negative impact on Flagg Ranch revenues.

On May 20, 1997, the Fund for Animals, Biodiversity Legal Foundation, et. al.
filed a lawsuit against the NPS challenging the action of the NPS regarding
winter use of Yellowstone and Grand Teton National Parks. The plaintiffs asked
the Federal Court to stop winter activities, primarily snowmobiling and related
snow grooming, until environmental impacts are documented. A settlement
agreement was reached that required the NPS to prepare an environmental impact
statement ("EIS") during which time period the Parks continued activities under
the then existing winter visitor-use plan.

Upon completion of the EIS, the NPS prepared a draft winter-use plan with
several alternatives. The NPS initially adopted the draft winter-use plan which
eliminates snowmobiling from the Park with a phase-in period of three years
during which time the winter snowmobiling operation may be continued.

Per the settlement of a lawsuit that was filed by snowmobile manufacturers and
various other organizations
                                  Page 7 of 18
<PAGE>
to overturn the NPS's decision, the NPS has agreed to reopen its decision-making
process regarding the use of snowmobiles in the Parks. Under the settlement, the
NPS has committed to reexamine its closure in light of new, environmentally
friendly snowmobile technology and other information provided by the public.
While the Company is optimistic regarding this settlement, until such time as
there is a change in the current winter-use plan, the winter snowmobiling
operation will discontinue operations after the 2002-2003 winter season. This
will have a significant negative impact on the revenues and financial results of
the Company. During fiscal 2002, winter operations accounted for approximately
33 percent of total revenues.

Proprietary rights to certain facility improvements constructed by the Company
(including the new lodge and new cabin units) have been granted to the Company
under the terms of the Contract; however, the NPS may terminate the Contract and
purchase the Company's improvements, upon a determination that the public
interest requires Federal Government ownership of the improvements. In such
event, the Federal Government is required to pay a price for said improvements
equal to the cost of reconstruction less depreciation. If, however the Contract
is terminated by the Federal Government for default by the Company for
unsatisfactory performance as defined in the Contract, then the Federal
Government is required to pay a price equal to the tax basis of the
improvements. At the end of the Contract, if the Company is not the successful
bidder on a new contract for the property, then the Federal Government is
required to purchase from the Company the improvements (including the new lodge
and new cabin units) made to the property at a price equal to the cost of
reconstruction less depreciation.

The Department of Labor ("DOL") notified the Company in November, 1999, on
behalf of current and past employees, that additional overtime is due for the
period beginning November 1, 1997. Currently the Company pays overtime for any
hours in excess of 48 during a one week period. The Company, as well as other
Park concessioners in the area, have operated under an exemption that exists in
the Fair Labor Standards Act. The DOL has claimed that this exemption does not
apply due to conflicting language in the Contract Work Hours Safety Standard Act
which requires overtime to be paid to laborers and mechanics working on a
government contract after 40 hours worked during a week. If the DOL prevails,
the Company's estimate of the additional expense to the Company ranges from
$40,000 to $60,000. While there is no guarantee, the Company believes it will
not be subject to the additional overtime payments.

3.       TRANSACTIONS WITH RELATED PARTIES

General and administrative - related party expenses for the nine months ended
December 31, 2002 and 2001 represent management fees and administrative expenses
paid to related pand totaled $223,000 and $120,000, respectively. These amounts
are broken out in further detail below. Related parties during the nine months
ended December 31, 2002 and 2001 include entities owned by the Company's current
majority owner, Robert Walker, or family members, and a company owned by the
Company's current President, Michael P. Perikly.

For the nine months ended December 31, 2002 and 2001, the Company made payments
to PNI Inc. and Walker Consulting, Inc., companies owned by the Company's
current majority owner, Robert L. Walker, for management services of $130,602
and $77,848, respectively.
                                  Page 8 of 18
<PAGE>
For the nine months ended December 31, 2002 and 2001, the Company made payments
to KCH Enterprises, Inc., a company owned by the Company's current President,
Michael P. Perikly, for management services of $47,250 each period. For the nine
months ended December 31, 2001, $15,000 of this fee was capitalized to
construction in process.

For the nine months ended December 31, 2002 and 2001, the Company made payments
to RLW & BJW Enterprises, L.L.C., a company owned by the Company's current
majority owner, Robert L. Walker, for building rent of $45,000 and $10,000,
respectively.

The Company incurred borrowings under line of credit agreements with related
parties (Note 4). Interest incurred for the nine months ended December 31, 2002
and 2001 was $35,785 and $46,782, respectively. For fiscal years 2002 and 2001,
the Company capitalized $6,500, and $19,692 of interest, respectively, from
related party agreements.

4.       NOTES PAYABLE UNDER LINES OF CREDIT

The Company has a line of credit agreement ("Agreement") with an affiliated
company expiring September 30, 2003, which provides for collateralized
borrowings of up to $1,500,000 at an interest rate of prime plus .875 percent.
Borrowings under the Agreement are collateralized bthe assets and improvements
of Flagg Ranch. The Company has borrowed $585,000 on this line of credit as of
December 31, 2002. The terms of the Agreement contain, among other provisions,
requirements for maintaining minimum cash flows (as defined in the Agreement)
and place limitations on the Company's ability to make loans. As of December 31,
2002, the Company was not in compliance with the minimum cash flow requirement.

The Company has a line of credit agreement with Jackson State Bank ("JSB
Agreement") expiring September 12, 2003, which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent.
Borrowings under the JSB Agreement are collateralized by the assets and
improvements of Flagg Ranch. The Company has borrowed $500,000 on the JSB
Agreement as of December 31, 2002. Interest incurred for the nine months ended
December 31, 2002 and 2001 was $14,639 and $16,567, respectively. For fiscal
years 2002 and 2001, the Company capitalized $2,659, and $6,974 of interest,
respectively, from the bank line of credit agreement.

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

The statements contained in this Report regarding the Company's quality of
facilities, consumer response to marketing efforts, ability to offset inflation
and adequacy of financing, constitute "forward looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Management's
anticipation is based upon assumptions regarding acceptance of facilities by
consumers, favorable weather conditions, the market in which the Company
operates, the stability of the economy and stability of the regulatory
environment. Any of these assumptions could prove inaccurate, and therefore
there can be no assurance that the forward-looking information will prove to be
accurate.

The Company's net income for the nine months ended December 31, 2002 was
$146,000 ($.21 per share). This compares to net income of $205,000 ($.30 per
share) for the nine months ended December 31, 2001.

                                  Page 9 of 18
<PAGE>
Changes in the Company's revenues and expenses for the quarter and nine month
periods ended December 31, 2002 and 2001 are summarized below. All references to
years, represent the nine month period ending December 31 of the stated year.

Flagg Ranch, the principal business of the Company, is operated as a seasonal
resort. The two seasons coincide with the opening and closing dates of
Yellowstone and Grand Teton National Parks. The summer season runs from
approximately May 24 through September 30 and the winter season runs from late
December through early March.

Revenues

Total revenues for the nine months ended December 31, 2002 increased by $69,000
or 2% from 2001. Of this increase, $71,000 was from cabin rentals, $74,000 from
RV park rentals and $32,000 from grocery store sales. Decreases of $15,000 in
food and beverage sales, $36,000 in gift shop sales, $1,000 in gasoline sales,
$15,000 in winter activities, $11,000 in float trip revenue, $12,000 in trail
ride revenue, $3,000 in guided fishing trip revenue and $15,000 in other revenue
offset the above increases.

Total revenues for the three months ended December 31, 2002 decreased by $67,000
or 22% from 2001. Of this decrease, $17,000 was in cabin rentals, $2,000 in RV
park rentals, $12,000 in food and beverage sales, $3,000 in grocery store sales,
$12,000 in gift shop sales, $7,000 in gasoline sales, $13,000 in winter
activities, and $1,000 in other revenue. The decreases were primarily the result
of lower occupancy due to abnormally low snow levels during the start of the
winter season.

Expenses

The ratio of cost of merchandise sold to sales of merchandise was 64% and 58%,
respectively, for 2002 and 2001. Cost of merchandise increased in 2002 over 2001
due to increased food costs that could not be passed on to customers as well as
deep sale discounts on slow moving gift shop inventory. The ratio of operating
expenses to total revenue was 46% and 48%, respectively, in 2002 and 2001.
Operating expenses decreased by $50,000 in 2002 as compared to 2001. Of this
decrease, $24,000 was in labor, $4,000 in operating supplies, $9,000 in
equipment rental, $9,000 in outside services, $25,000 in advertising, $1,000 in
telephone, $12,000 in company vehicle and travel, $3,000 in credit card fees,
$1,000 in licenses and fees, and $13,000 in other items. Offsetting these
decreases were increases of $8,000 in office supplies, $27,000 in repairs and
maintenance, $1,000 in printing, $9,000 in postage and freight, $3,000 in
insurance, and $3,000 in franchise fees. General and administrative expenses
increased $3,000 or 4% for the nine months ended December 31, 2002 as compared
to 2001. General and administrative expenses - related party increased by
$103,000 or 86% in 2002 as compared to 2001.

Operating expenses for the three months ended December 31, 2002 decreased by
$54,000 from 2001. Of this decrease $23,000 was in labor, $10,000 in equipment
rental, $3,000 in outside services, $11,000 in advertising, $3,000 in telephone,
$1,000 in commissions, $14,000 in company vehicle and travel, $12,000 in credit
card fees, $1,000 in franchise fees and $1,000 in other items. Offsetting these
decreases were increases of $3,000 in operating supplies, $13,000 in repairs and
maintenance, $6,000 in snowmobile parts and gas, $1,000 in printing, $1,000 in
postage and freight and $1,000 in other items. General and

                                  Page 10 of 18
<PAGE>
administrative expenses decreased $4,000 or 17% for the three months ended
December 31, 2002 as compared to 2001. General and administrative expenses -
related party increased $24,000 or 46% for the three months ended December 31,
2002 as compared to 2001.

Loss on asset disposals for the nine months ended December 31, 2002 increased by
$28,000 from 2001. This was primarily the result of late sales of used
snowmobiles from the 2002 winter season that closed after our March 31, 2002
year end.

Inflation

The Company expects that it will be able to offset increases in costs and
expenses, caused by inflation, by increasing prices on its services with minimal
effect on operations.

Liquidity and Capital Resources

Working capital deficit decreased to $1,101,000 at December 31, 2002 from
$1,135,000 at March 31, 2002. Current assets increased by $166,000 primarily due
to increases in cash and merchandise inventories. Current liabilities increased
by $132,000 primarily due to increases in accounts payable and customer
deposits.

The Company has a line of credit agreement ("Agreement") with an affiliated
company expiring September 30, 2003, which provides for collateralized
borrowings of up to $1,500,000 at an interest rate of prime plus .875 percent.
Borrowings under the Agreement are collateralized bthe assets and improvements
of Flagg Ranch. The Company has borrowed $585,000 on this line of credit as of
December 31, 2002. The terms of the Agreement contain, among other provisions,
requirements for maintaining minimum cash flows (as defined in the Agreement)
and place limitations on the Company's ability to make loans. As of December 31,
2002, the Company was not in compliance with the minimum cash flow requirement.

The Company has a line of credit agreement with Jackson State Bank ("JSB
Agreement") expiring September 12, 2003, which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent.
Borrowings under the JSB Agreement are collateralized by the assets and
improvements of Flagg Ranch. The Company has borrowed $500,000 on the JSB
Agreement as of December 31, 2002.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with generally accepted accounting principles (GAAP) in the United States.
During preparation of these financial statements, we are required to make
estimates and judgements that affect the reported amounts of assets, liabilities
revenue and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we eour estimates, including those related to
inventories, fixed assets, income taxes, contingencies and litigation. We base
our estimates on historical experience and on various other assumptions that we
believe are reasonable under the circumstances. The results form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

                                   Page 11 of 18

<PAGE>
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements.

We recognize sales when evidence of a sale exists; that is, for lodging revenue
athe end of each day; for other retail sales, when the actual sale occurs and
possession of the product is transferred to the customer.

Property and equipment are recorded at cost. Expenditures for major additions
and improvements are capitalized, and minor replacements, maintenance and
repairs are charged to expense as incurred. Depreciation is provided over the
estimated useful lives of the related assets using the straight-line method for
financial statement purposes. The Company uses other depreciation methods
(generally accelerated) for tax purposes where appropriate.

We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions. If
actual market conditions are less favorable than tprojected by us, additional
inventory write-downs may be required.

We estimate our actual current tax exposure together with the temporary
differences that have resulted from the differing treatment of items dictated by
GAAP versus U.S. tax laws. These temporary differences result in deferred tax
assets and liabilities.

                           PART II - OTHER INFORMATION

ITEM I.   Legal Proceedings

          The Department of Labor ("DOL") notified the Company in November,
          1999, on behalf of current and past employees, that additional
          overtime is due for the period beginning November 1, 1997. Currently
          the Company pays overtime for any hours in excess of 48 during a
          one-week period. The Company, as well as other Park concessioners in
          the area, have operated under an exemption that exists in the Fair
          Labor Standards Act. The DOL has claimed that this exemption does not
          apply due to conflicting language in the Contract Work Hours Safety
          Standard Act which requires overtime to be paid to laborers and
          mechanics working on a government contract after 40 hours worked
          during a week. If the DOL prevails, the Company's estimate of the
          additional expense to the Company ranges from $40,000 to $60,000.
          While there is no guarantee, the Company believes it will not be
          subject to the additional overtime payments.

ITEM 2.  Changes in Securities
         None.

ITEM 3.  Defaults upon Senior Securities
         None.
                                  Page 12 of 18
<PAGE>
ITEM 4.   Controls and Procedures

          Based on their evaluation, as of a date within 90 days prior to the
          date of the filing of this report of the effectiveness of our
          disclosure controls and procedures, our Chief Executive Officer and
          Chief Financial Officer have each concluded that our disclosure
          controls and procedures are effective and sufficient to ensure that we
          record, process, summarize and report information required to be
          disclosed by us in our periodic reports filed under the Securities
          Exchange Act within the time periods specified by the Securities and
          Exchange Commission's rules and forms. Subsequent to the date of their
          evaluation, there have not been any significant changes in our
          internal controls or in other factors that could significantly affect
          these controls, including any corrective action with regard to
          significant deficiencies and material weaknesses.

ITEM 5.   Submission of Matters to a Vote of Securities Holders
          None

ITEM 6.   Other Materially Important Events
          None

ITEM 7.   Exhibits and Reports on Form 8-K

          (a) 1. Financial Statements                                       Page

          The following financial statements of International Leisure Hosts,
          Ltd. are included in Part I, Item 1:

          Condensed Consolidated Balance Sheets - December 31, 2002
         (Unaudited) and March 31, 2002                                        2

          Condensed Consolidated Statements of Operations (Unaudited)
          - Nine months ended December 31, 2002 and 2001                       3

          Condensed Consolidated Statements of Cash Flows (Unaudited) -
          Nine months ended December 31, 2002 and 2001                         4

          Notes to Condensed Consolidated Financial Statements                 5

3.   The following exhibits are incorporated by reference as indicated:

3.1  By-Laws-Adopted June 22, 1992 filed with Form 10-K dated March 31, 1992

3.2  Articles of Incorporation-filed with Form 10-K dated March 31, 1986, pages
     32-41

10.1 United States Department of the Interior National Park Service
     Contract-filed with Form 10-Q dated December 31, 1989

99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

                                  Page 13 of 18
<PAGE>

99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed by the undersigned, thereunto duly authorized.

                                             INTERNATIONAL LEISURE HOSTS, LTD.
                                  (REGISTRANT)

                                     /s/ ROBERT L. WALKER
                                 ------------------------------------------
DATE:     January 31, 2003       BY:     ROBERT L. WALKER

                                 Chairman and Chief Executive Officer

                                     /s/ MICHAEL P. PERIKLY
                                 ------------------------------------------
DATE:     January 31, 2003       BY:    MICHAEL P. PERIKLY

                                 President and Principal Financial Officer

                                  Page 14 of 18