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

                                   Form 10-QSB
                                   -----------

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


                      For Quarter Ended September 30, 1997
                                       --------------------

                           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 Identification No.)
incorporation or organization)


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

Issuer's telephone number, including area code (602) 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 694,577 shares
of $.01 par value common stock outstanding as of October 31, 1997.
                                  Page 1 of 12
<PAGE>
                         PART I - FINANCIAL INFORMATION

 ITEM 1 - Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                          September       March
                                                                                          30, 1997       31, 1997
                                                                                          --------       --------
<S>                                                                                      <C>            <C>        
ASSETS
CURRENT ASSETS:
    Cash & cash equivalents                                                              $   409,504    $    48,258
    Accounts receivable                                                                        2,216         31,828
    Accounts receivable (affiliate)                                                                           9,800
    Income tax refund receivable                                                              88,447        146,404
    Merchandise inventories                                                                  157,622        118,418
    Prepaid expenses and other                                                                42,513         17,045
                                                                                         -----------    -----------
        Total current assets                                                                 700,302        371,753
                                                                                         -----------    -----------

PROPERTY AND EQUIPMENT:
    Buildings and improvements on leased land                                              5,996,121      5,700,227
    Equipment                                                                              2,025,069      1,644,002
    Leasehold improvements                                                                   310,000        310,000
    Construction in progress                                                                  38,008        213,899
                                                                                         -----------    -----------
        Total property and equipment                                                       8,369,198      7,868,128
    Less accumulated depreciation and amortization                                         3,024,946      2,879,362
                                                                                         -----------    -----------
        Property and equipment - net                                                       5,344,252      4,988,766
                                                                                         -----------    -----------
DEPOSITS                                                                                       2,478          2,478
                                                                                         -----------    -----------
TOTAL                                                                                    $ 6,047,032    $ 5,362,997
                                                                                         ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable
      Trade                                                                              $   209,704    $   128,027
      Construction                                                                           114,694         29,226
    Note payable                                                                             995,000
    Accrued liabilities                                                                      306,895         79,347
    Accrued liabilities (affiliate)                                                                         163,209
    Advance deposits                                                                          75,095        159,791
    Current portion of long-term debt                                                                       489,500
                                                                                         -----------    -----------
        Total current liabilities                                                          1,701,388      1,049,100
DEFERRED INCOME TAXES                                                                        196,589        196,589
LONG-TERM DEBT                                                                                              445,500
                                                                                         -----------    -----------
        Total liabilities                                                                  1,897,977      1,691,189
                                                                                         -----------    -----------
SHAREHOLDERS' EQUITY:
    Preferred stock, $5 par value - authorized 100,000 shares: issued none
    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                                                                      3,563,357      3,086,110
    Common stock in treasury - at cost, 23,796 shares                                        (77,912)       (77,912)
                                                                                         -----------    -----------
        Total shareholders' equity                                                         4,149,055      3,671,808
                                                                                         -----------    -----------
TOTAL                                                                                    $ 6,047,032    $ 5,362,997
                                                                                         ===========    ===========
</TABLE>
See notes to consolidated financial statements
                                  Page 2 of 12
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                           For the six months ended    For the three months ended
                                                  September 30                September 30
                                          ----------------------------------------------------------
                                               1997         1996            1997         1996
                                               ----         ----            ----         ----
<S>                                         <C>          <C>             <C>          <C>       
REVENUES:                                                              
 Sales of merchandise                       $1,474,641   $1,308,917      $1,129,884   $1,087,854
 Room, cabin and trailer space rentals       1,598,378    1,436,844       1,251,120    1,030,393
 Interest                                        3,366        2,621           3,324        2,426
 Other income                                  236,653      141,256         170,131      107,427
                                            ----------   ----------      ----------   ----------
    Total revenues                           3,313,038    2,889,638       2,554,459    2,228,100
                                            ----------   ----------      ----------   ----------
                                                                       
COSTS AND EXPENSES:                                                    
 Operating                                   1,502,790    1,073,474         890,051      657,733
 Cost of merchandise                           807,883      764,940         585,947      562,740
 General and administrative                     83,946      289,196          46,957      176,553
 Depreciation and amortization                 169,482      127,714          84,741       63,857
 Interest expense                               44,690                       22,604    
                                            ----------   ----------      ----------   ----------
    Total costs and expenses                 2,608,791    2,255,324       1,630,300    1,460,883
                                            ----------   ----------      ----------   ----------
                                                                       
Income before income tax                       704,247      634,314         924,159      767,217
                                                                       
Provision for income taxes                     227,000      211,000         308,000      259,300
                                            ----------   ----------      ----------   ----------
                                                                       
NET INCOME                                  $  477,247   $  423,314      $  616,159   $  507,917
                                            ==========   ==========      ==========   ==========
                                                                    
NET INCOME PER COMMON SHARE                 $     0.69   $     0.61      $     0.89   $     0.73
                                            ==========   ==========      ==========   ==========
</TABLE>
See notes to consolidated financial statements
                                  Page 3 of 12
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
                                                                              
                                                       Common Stock             Additional                               
                                               -----------------------------     Paid-in         Retained        Treasury
                                                  Shares          Amount         Capital         Earnings         Stock

<S>                                            <C>                    <C>         <C>           <C>              <C>      
BALANCE, MARCH 31, 1997                              718,373          $7,184      $656,426      $3,086,110       ($77,912)
Net income                                                                                         477,247
                                               ---------------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 1997                          718,373          $7,184      $656,426      $3,563,357       ($77,912)
</TABLE>
See notes to consolidated financial statements
                                  Page 4 of 12
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                    Six months ended September 30,
                                                                -------------------------------------
                                                                       1997               1996
                                                                       ----               ----
<S>                                                                 <C>                <C>      
OPERATING ACTIVITIES:                                                                
  Net income                                                        $ 477,247          $ 423,314
  Adjustments to reconcile net income to cash                                        
    provided by operating activities:                                                
      Depreciation and amortization                                   169,482            127,714
      Gain on disposal of property and equipment                       (8,059)       
  Changes in assets and liabilities:                                                 
      Accounts receivable                                              29,612             (8,206)
      Accounts receivable (affiliate)                                   9,800        
      Merchandise inventories                                         (39,204)           (30,710)
      Prepaid income taxes                                             57,957             75,600
      Prepaid expenses and other                                      (25,468)           (14,719)
      Accounts payable                                                 81,677             30,323
      Note payable - affiliate                                       (163,209)       
      Accrued liabilities                                             227,548            408,341
      Advance deposits                                                (84,696)           (69,085)
                                                                    ---------          ---------
          Net cash provided by operating activities                   732,687            942,572
                                                                    ---------          ---------
                                                                                     
INVESTING ACTIVITIES:                                                                
      Purchases of property and equipment                            (545,445)          (671,989)
      Proceeds from disposal of property and equipment                 28,536        
      Cash and accounts payable segregated for construction                          
       of replacement property                                         85,468        
                                                                    ---------          ---------
        Net cash used in investing activities                        (431,441)          (671,989)
                                                                    ---------          ---------
FINANCING ACTIVITIES:                                                                
      Common stock purchased for treasury                                                   (400)       
      Borrowings from bank line of credit, net                         60,000        
                                                                    ---------          ---------
                                                                       60,000               (400)
                                                                    ---------          ---------
                                                                                     
NET INCREASE IN CASH AND CASH EQUIVALENTS                             361,246            270,183
                                                                                     
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                           48,258             49,645
                                                                    ---------          ---------
                                                                                     
CASH AND CASH EQUIVALENTS, END OF YEAR                              $ 409,504          $ 319,828
                                                                    =========          =========
                                                                                     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                           
INFORMATION - Cash paid for interest                                $  44,690          $   1,021
                                                                    =========          =========
</TABLE>
See notes to consolidated financial statements
                                  Page 5 of 12
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Six Month Periods Ending September 30, 1997 and 1996

The accompanying  unaudited condensed and consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles 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
generally accepted accounting principles for complete financial  statements.  In
the opinion of management,  all  adjustments  and  reclassifications  considered
necessary for a fair and comparable  presentation  have been and are of a normal
recurring nature.  Operating results for the six months ended September 30, 1997
are not necessarily  indicative of the results that may be expected for the year
ending  March 31,  1998.  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, 1997.

1.       BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The Company operates in one business  segment,  the operation under a concession
contract with the National Park Service of Flagg Ranch  Village,  a full-service
resort motel and  RV/campground  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.

Principles of Consolidation - The consolidated  financial statements include the
accounts of  International  Leisure Hosts,  Ltd.,  and Lewis & Clark Lodge,  its
wholly-owned  subsidiary   (collectively,   the  "Company").   All  intercompany
transactions and accounts have been eliminated in consolidation.

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

Property and  equipment  are stated at cost.  Depreciation  is computed over the
estimated  useful  lives,  which range from 5 years to 40 years for such assets.
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.

Income taxes have been accounted for in accordance with SFAS No. 109, Accounting
for Income  Taxes.  Deferred  income taxes have been  provided for the temporary
differences  between  financial  statement  and income tax  reporting on certain
transactions.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted accounting principles necessarily 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.

Net income per common  share is computed by dividing  net income by the weighted
average  number of common shares  outstanding.  The weighted  average  number of
common shares outstanding was 694,577 and

                                  Page 6 of 12
<PAGE>
694,649 for the six months ended September 30, 1997 and 1996, respectively,  and
694,677 and 694,586  shares for the three  months ended  September  30, 1997 and
1996, respectively.

Statements of Cash Flows - For purposes of the  consolidated  statements of cash
flows,  cash and cash equivalents  represent cash in banks,  money market funds,
and certificates of deposit with initial maturities of three months or less.

Estimated  Fair Value of Financial  Instruments  - The Company has estimated the
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, accrued
expenses,  and  long-term  debt  approximate  fair values due to the  short-term
maturities or market rates of interest.

Reclassifications  -  Certain  reclassifications  have  been  made  to the  1996
financial statements to conform to the 1997 presentation.

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,  1999,  the Company is  required to move its  existing  54-unit
riverside motel from its current location to the high ground above the river, to
provide for new employee  housing and make certain  other  improvements.  If the
Company  chooses to meet these  requirements  by moving the riverside  motel and
converting it into employee  housing plus building  additional  employee support
facilities,  then the cost is estimated to be between  $2,400,000 and $2,800,000
depending on the number of employee  housing  units and the extent of additional
improvements  required by the NPS. If the  Company  builds new lodging  units to
replace the 54-unit  riverside  motel,  the additional cost to build these units
will be between $1,000,000 and $1,200,000.  This would result in a total cost of
relocation and new construction combined of between $3,400,000 and $4,000,000.

The fee  expense  to the NPS under the  Contract  is  calculated  at 2% of gross
receipts  (as  defined),  subject to review and possible  adjustment  every five
years,  For the six months ended  September 30, 1997 and 1996, this fee amounted
to $63,000 and $54,000, respectively.

Flagg Ranch faces  competition  from hotels,  camping areas and RV 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 the Parks and have a  corresponding  negative  impact on Flagg Ranch
revenues.
                                  Page 7 of 12
<PAGE>
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 had
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 requires the NPS to prepare an  environmental  impact
statement ("EIS") over the next three years,  during which time period the parks
will continue  activities under the existing winter visitor-use plan. If the NPS
were to suspend or terminate winter activities in Yellowstone National Park as a
result of the EIS,  then Flagg  Ranch would have to suspend or  discontinue  its
winter operations.

3.       TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTIES

Included in operating expenses and general and  administrative  expenses for the
six  months  ended  September  30,  1997  and  1996,  are  management  fees  and
administrative  expenses of approximately  $45,000, and $228,000,  respectively,
paid to affiliated  companies.  Subsequent to September 30, 1997 the Company has
borrowed money from an affiliated  company.  As of November 5, 1997, the Company
owed the affiliated company $930,000.

All affiliated  companies referred to in these financial statements are owned by
family  members of  Elizabeth  A.  Nicoli,  who are the  majority  owners of the
Company or by Robert L. Walker, the President of the Company.

4.       CREDIT FACILITY

Subsequent  to  September  30,  1997 the  Company  refinanced  all  current  and
long-term  bank  debt  with  an  entity  owned  and  controlled  by the  Company
president.   The  new  credit  facility  provides  for  maximum   borrowings  of
$1,000,000.  The draw period under the facility  runs until  September 30, 1998.
Interest is payable monthly on the outstanding principal balance at a rate equal
to prime plus .50% (9.0% as of  September  30,  1997).  The credit  facility  is
collateralized  by  all  accounts,   an  assignment  of  the  Contract  and  all
improvements the Company has made to the Flagg Ranch property. As of November 5,
1997 there were outstanding borrowings of $930,000. Due to the refinancing,  all
long-term debt as of September 30, 1997 has been reclassified as current.

                                  Page 8 of 12
<PAGE>
ITEM 2.           Management's  Discussion and  Analysis of  Financial Condition
                  and Results of Operations

The statements  contained in this Report regarding  managements  anticipation of
the Company's facility completion schedules, quality of facilities,  fulfillment
of National Park Service  requirements,  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  levels  of  competition,   acceptance  of  facilities  by  consumers,
favorable weather  conditions,  ability to complete facility  construction,  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 six  months  ended  September  30,  1997 was
$477,000  ($.69 per share).  This  compares to net income of $423,000  ($.61 per
share) for the six months  ended  September  30, 1996.  The $54,000  increase in
income  was  due  primarily  to  additional  revenue  as a  consequence  of  the
additional  42 cabin  units  which  opened  in  December  1996.  Changes  to the
Company's  revenues and expenses for the six months ended September 30, 1997 and
September 30, 1996 are summarized  below.  All references to years represent six
month periods ending September 30 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 15 through  October 15 and the winter  season  runs from late
December through mid-March.

Revenues
--------

Total  revenues  for  1997  increased  by  $423,000  or 15% from  1996.  Of this
increase,  $321,000  was from  motel  and  cabin  rentals,  $146,000  from  food
services,  $58,000 from float trip revenue,  $26,000 from horse rental  revenue,
$4,000 in gasoline  revenue and $18,000 in  miscellaneous  income.  Decreases of
$85,000 in RV park rentals,  $40,000 in Gift shop sales,  and $25,000 in grocery
store sales offset the above  increases.  The primary reason for the increase in
motel and cabin  rentals is the  additional  42 new cabin units which  opened in
December 1996. This represents  approximately a 40% increase in available rental
units over last year.  The primary reason for the decline in RV park rentals was
a decline in the number of  recreational  vehicle and tent sites  available  for
rent to the public. On a temporary basis, approximately twenty-five recreational
vehicle sites and one tent site were being utilized by construction  workers and
employees during the construction of new facilities at Flagg Ranch.

Expenses
--------

The ratio of cost of merchandise sold to sales of merchandise was 55% in 1997 as
compared to 53% in 1996. Operating expenses increased by $429,000 or 40% in 1997
as compared to 1996. The ratio of operating  expenses to total revenue increased
to 45% in 1997 from 37% in 1996. The primary increase in operating  expenses was
a $209,000 increase in labor costs. This was partially attributable to the early
adoption of the  increase in the minimum  wage which took effect on September 1,
1997. In addition, the labor costs increased
                                  Page 9 of 12
<PAGE>
due to the 42  additional  new  lodging  units.  Other  increases  in  operating
expenses  included  $74,000  related to river float trips and  horseback  riding
operations,  $28,000 in repairs and maintenance,  $8,000 in supplies, $26,000 in
utilities,  $12,000 in  insurance,  $6,000 in  advertising,  $10,000 in Property
taxes,  $44,000 in  interest  and $6,000 in other  miscellaneous  expenses.  The
revenues from river float trips and horseback  riding  operations were up 65% in
the six month period resulting in the related  increases in operating  expenses.
The other  increases in operating  expenses  related  primarily to the increased
costs associated with the new 42 cabin units combined with costs associated with
flood  control  due to the  unusually  high  levels of the Snake River this past
spring.

Inflation
---------

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

Liquidity and Capital Resources
-------------------------------

During  the  past  fiscal  year the  Company  incurred  costs  of  approximately
$1,200,000 to substantially  complete  construction of the 42 new cabins as well
as other related  improvements.  During the six months ended September 30, 1997,
the  Company  incurred  costs of  approximately  $216,000  related  to the above
construction projects. In addition the Company has purchased new snowmobiles for
the winter season at a cost of  approximately  $299,000,  which in the past were
leased from an affiliated company. As a result, the working capital decreased to
a  negative  $1,003,000  at  September  30,  1997 from a  negative  $106,000  at
September 30, 1996.

The Company may incur  additional  costs of between  $3,400,000  and  $4,000,000
prior to December 31, 1999 to construct  new motel units  replacing the existing
54-unit riverside motel complex and other  improvements and to relocate employee
housing units as required under the NPS Contract,  subject to finalization of an
amended building and improvement program under the contract.

The Company intends to fund these  improvements  through existing cash funds and
cash generated from operations,  plus additional  borrowings from lenders.  Cash
generated from  operations was $430,000,  $139,000,  and $766,000 for the fiscal
years ended 1997,  1996 and 1995,  respectively.  Cash generated from operations
for the six months ended  September 30, 1997 and 1996 was $733,000 and $943,000,
respectively.  The  construction  funds will have to be  obtained  from  outside
sources to the extent they exceed cash generated from operations.
                                  Page 10 of 12
<PAGE>
                           PART II - OTHER INFORMATION


ITEM I.           Legal Proceedings
                  -----------------

                  None.

ITEM 2.           Changes in Securities
                  ---------------------

                  None.

ITEM 3.           Defaults upon Senior Securities
                  -------------------------------

                  None.

ITEM 4.           Submission of Matters to a Vote of Securities Holders
                  ----------------------------------------------------- 

                  None.

ITEM 5.           Other Materially Important Events
                  ---------------------------------

                  Daniel J. Ryan resigned as Chief Financial  Officer  effective
                  September  30, 1997 and was  replaced  by Michael P.  Perikly.
                  Elizabeth A. Nicoli resigned as President  effective September
                  30, 1997 and was replaced by Robert L.  Walker.  F. Ray Evarts
                  resigned as  Treasurer  effective  September  30, 1997 and was
                  replaced  by  Michael  P.  Perikly.   These  resignations  and
                  appointments   were  in  connection  with  the  entry  of  the
                  controlling  shareholders  of the Company into an agreement to
                  sell their  shares in the Company to Mr.  Walker.  Pursuant to
                  such agreement,  67,381 shares were sold on September 30, 1997
                  and 404,288  shares will be sold at a closing,  subject to NPS
                  approval, anticipated in March, 1998.


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

                  None.
                                  Page 11 of 12
<PAGE>
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)




DATE:  November 5, 1997                BY: /s/ Robert L. Walker
       -----------------                  --------------------------------------
                                              Robert L. Walker
                                              President



DATE:   November 5, 1997               BY:  /s/ F. Ray Evarts
       ------------------                  -------------------------------------
                                              F. Ray Evarts
                                              Secretary



DATE:   November 5, 1997               BY:  /s/ Michael P. Perikly
       ------------------                  -------------------------------------
                                              Michael P. Perikly
                                              Treasurer, Chief Financial Officer

                                  Page 12 of 12