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, 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
                                               --------------

1702 East Highland Avenue, Suite 312, Phoenix, Arizona 85016 (Former address)

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 December 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>
                                                                                           December        March
                                                                                           31, 1997       31, 1997
                                                                                           --------       --------
<S>                                                                                      <C>            <C>        
ASSETS
CURRENT ASSETS:
    Cash & cash equivalents                                                              $    74,346    $    48,258
    Accounts receivable                                                                          761         31,828
    Accounts receivable (affiliate)                                                                           9,800
    Income tax refund receivable                                                               2,226        146,404
    Merchandise inventories                                                                  137,756        118,418
    Prepaid expenses and other                                                                60,884         17,045
                                                                                         -----------    -----------
        Total current assets                                                                 275,974        371,753
                                                                                         -----------    -----------

PROPERTY AND EQUIPMENT:
    Buildings and improvements on leased land                                              5,017,059      5,700,227
    Equipment                                                                              1,706,470      1,644,002
    Leasehold improvements                                                                   325,600        310,000
    Construction in progress                                                                  44,759        213,899
                                                                                         -----------    -----------
        Total property and equipment                                                       7,093,888      7,868,128
    Less accumulated depreciation and amortization                                         1,822,029      2,879,362
                                                                                         -----------    -----------
        Property and equipment - net                                                       5,271,859      4,988,766
                                                                                         -----------    -----------
DEPOSITS                                                                                       3,977          2,478
                                                                                         -----------    -----------
TOTAL                                                                                    $ 5,551,810    $ 5,362,997
                                                                                         ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable
      Trade                                                                              $    49,369    $   128,027
      Construction                                                                                           29,226
    Note payable (affiliate)                                                               1,105,000
    Accrued liabilities                                                                      154,182         79,347
    Accrued liabilities (affiliate)                                                                         163,209
    Advance deposits                                                                         228,332        159,791
    Current portion of long-term debt                                                                       489,500
                                                                                         -----------    -----------
        Total current liabilities                                                          1,536,882      1,049,100
DEFERRED INCOME TAXES                                                                        196,589        196,589
LONG-TERM DEBT                                                                                              445,500
                                                                                         -----------    -----------
        Total liabilities                                                                  1,733,471      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                                                                      3,232,640      3,086,110
    Common stock in treasury - at cost, 23,796 shares                                        (77,912)       (77,912)
                                                                                         -----------    -----------
        Total shareholders' equity                                                         3,818,838      3,671,808
                                                                                         -----------    -----------
TOTAL                                                                                    $ 5,551,810    $ 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 nine months ended    For the three months ended
                                               December 31                  December 31
                                        -------------------------------------------------------
                                            1997         1996            1997          1996
                                            ----         ----            ----          ----
<S>                                      <C>          <C>             <C>           <C>       
REVENUES:                                                          
                                                                   
 Sales of merchandise                    $1,579,214   $1,568,920      $  104,573    $  137,922
                                                                   
 Room, cabin and trailer space rentals    1,679,159    1,396,993          80,781        79,209
                                                                   
 Snowmobile and related rentals             132,514      100,737         132,514       106,454
                                                                   
 Interest                                     3,511        3,981             145         2,926
                                                                   
 Other income                               247,418      162,264          10,765        16,746
                                         ----------   ----------      ----------    ----------
                                                                   
    Total revenues                        3,641,817    3,232,895         328,779       343,257
                                         ----------   ----------      ----------    ----------
                                                                

COSTS AND EXPENSES:

 Operating                                1,989,474    1,555,641         486,684       464,148
                                                                   
 Cost of merchandise                        882,293      898,964          74,410       134,024
                                                                   
 General and administrative                 208,320      401,598         124,374       112,402
                                                                   
 Depreciation and amortization              266,119      191,571          96,637        63,857
                                                                   
 Interest expense                            67,080                       22,390
                                         ----------   ----------      ----------    ----------
                                                                   
    Total costs and expenses              3,413,286    3,047,774         804,495       774,431
                                         ----------   ----------      ----------    ----------
                                                                   
                                                                   
                                                                   
Income (loss) before income tax             228,531      185,121        (475,716)     (431,174)
                                                                   
                                                                   
Provision (benefit) for income taxes         82,000       50,000        (145,000)     (161,000)
                                         ----------   ----------      ----------    ----------
                                                                   
                                                                   
NET INCOME (LOSS)                        $  146,531   $  135,121      ($ 330,716)   ($ 270,174)
                                         ==========   ==========      ==========    ==========
                                                                   
NET INCOME (LOSS)                                                  
                                                                   
     PER COMMON SHARE                    $     0.21   $     0.19      $    (0.48)   $    (0.39)
                                         ==========   ==========      ==========    ==========
</TABLE>
See notes to consolidated financial statements

                                  Page 3 of 12
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 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                                                                                 146,531
                                        ----------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997               718,373           $7,184        $656,426       $3,232,641        ($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>
                                                            Nine months ended December 31,
                                                            ------------------------------
                                                                  1997           1996
                                                                  ----           ----
<S>                                                           <C>            <C>        
OPERATING ACTIVITIES:
  Net income                                                  $   146,531    $   135,121
  Adjustments to reconcile net income to cash
    provided by operating activities:
      Depreciation and amortization                               266,119        191,571
      Gain on disposal of property and equipment                  (11,079)
  Changes in assets and liabilities:
      Accounts receivable                                          31,067        (11,362)
      Accounts receivable (affiliate)                               9,800
      Merchandise inventories                                     (19,338)       (52,342)
      Income tax receivable                                       126,707         75,600
      Prepaid expenses and other                                  (27,867)       (25,694)

      Accounts payable                                           (107,884)       149,191
      Note payable - affiliate                                   (163,209)
      Accrued liabilities                                          74,835        355,860
      Advance deposits                                             68,541         82,880
                                                              -----------    -----------
          Net cash provided by operating activities               394,223        900,825
                                                              -----------    -----------

INVESTING ACTIVITIES:
      Purchases of property and equipment                        (574,671)    (1,152,985)
      Proceeds from disposal of property and equipment             36,536
                                                              -----------    -----------
        Net cash used in investing activities                    (538,135)    (1,152,985)
                                                              -----------    -----------

FINANCING ACTIVITIES:
      Proceeds from Bank Line of Credit                                          330,000
      Common stock purchased for treasury                                          (400)
      Borrowings from affiliated company                          170,000
                                                              -----------    -----------
        Net cash provided by financing activities                 170,000        329,600
                                                              -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                          26,088         77,440

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                       48,258         49,645
                                                              -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $    74,346    $   127,085
                                                              ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest                          $    67,080    $         0
                                                              ===========    ===========
</TABLE>
See notes to consolidated financial statements

                                  Page 5 of 12
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Nine Month Periods Ending December 31, 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 nine months ended December 31, 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  available  to
common shareholders by the weighted average number of common shares outstanding.
The weighted average number of common shares

                                  Page 6 of 12
<PAGE>
outstanding  was 694,577 and 694,624  shares for the nine months ended  December
31, 1997 and 1996,  respectively,  and 694,577 shares for the three months ended
December 31, 1997 and 1996.

Earnings Per Share - In March,  1997, the Financial  Accounting  Standards Board
issued  Statement of  Financial  Accounting  Standards  No. 128,  "Earnings  Per
Share."  The  Statement  requires  the dual  presentation  of basic and  diluted
earnings per share ("EPS") on the face of the earnings  statement and requires a
reconciliation  of the  numerators  and  denominators  of basic and  diluted EPS
calculations.  The Statement  will be effective  for the  Company's  1998 fiscal
year.  Adoption of this Statement does not impact the EPS  calculations  for the
quarters and nine months ended December 31, 1997 and 1996.

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.

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.  The
Company has chosen to meet these  requirements by moving the riverside motel and
converting it into employee  housing plus building  additional  employee support
facilities.  The  cost to do this is  estimated  to be  between  $1,200,000  and
$2,100,000  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  $2,200,000  and
$3,300,000. The company has not made a decision at this time regarding replacing
the riverside motel with new lodging units.

The fee expense  payable 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 nine months  ended  December  31, 1997 and 1996,  this fee
amounted to $69,000 and $61,000, 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 

                                  Page 7 of 12
<PAGE>
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.

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
nine  months  ended  December  31,  1997  and  1996,  are  management  fees  and
administrative expenses of approximately  $123,000, and $320,000,  respectively,
paid to affiliated companies.  During the quarter the Company has borrowed money
from an  affiliated  company.  As of December  31,  1997,  the Company  owed the
affiliated company $1,105,000.

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

4.       CREDIT FACILITY

During the quarter the Company  refinanced  all current and long-term  bank debt
with an affiliated  company owned and controlled by the Company  president.  The
new credit  facility  provides for maximum  borrowings of  $1,200,000.  The draw
period under the facility  expires on  September  30, 1998.  Interest is payable
monthly on the outstanding  principal balance at a rate equal to prime plus .50%
(9.0% as of December 31, 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 December 31, 1997 there were outstanding
borrowings of $1,105,000.

                                  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 nine  months  ended  December  31,  1997 was
$147,000  ($.21 per share).  This  compares to net income of $135,000  ($.19 per
share) for the nine months  ended  December 31,  1996.  The $12,000  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 nine months ended December 31, 1997 and
December 31, 1996 are summarized  below.  All references to years represent nine
month periods 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 15 through  October 15 and the winter  season  runs from late
December through mid-March.

Revenues
--------

Total  revenues  for  1997  increased  by  $409,000  or 13% from  1996.  Of this
increase, $315,000 was from motel and cabin rentals, $88,000 from food services,
$58,000 from float trip revenue,  $26,000 from horse rental revenue,  $52,000 in
tent  rentals,  $19,000 in  snowmobile  rentals,  and  $14,000 in  miscellaneous
income.  Decreases  of $85,000 in RV park  rentals,  $47,000 in Gift shop sales,
$26,000 in grocery  store sales,  and $5,000 in gasoline  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 an
approximate  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  sites  available  for rent to the public.  On a temporary
basis,  approximately twenty-five recreational vehicle sites 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 56% in 1997 as
compared to 57% in 1996. Operating expenses increased by $434,000 or 28% in 1997
as compared to 1996. The ratio of operating  expenses to total revenue increased
to 55% in 1997 from 48% in 1996. The primary increase in operating  expenses was
a $315,000 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,  $86,000 in repairs  and  maintenance,  $15,000 in  Property  taxes,
$66,000 in interest and $12,000 in credit card processing charges.  Decreases in
a number of other expenses  totaling about $68,000 offset these  increases.  The
revenues from river float trips and horseback  riding  operations were up 65% in
the nine 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  during the
Spring of 1997.

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 nine months
ended December 31, 1997, the Company  incurred costs of  approximately  $216,000
reion  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  $1,261,000  at December 31, 1997 from a negative  $677,000 at December
31, 1996.

The Company may incur  additional  costs of between  $1,200,000  and  $2,100,000
prior to December 31, 1999 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 nine months ended  December 31, 1997 and 1996 was $394,000 and $901,000,
respectively.  The  construction  funds will have to be  obtained  from  outside
sources to the extent they exceed cash  generated from  operations.  There is no
guarantee that the Company will be able to procure financing on favorable terms.

                                  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
         ---------------------------------

         George B. Toney resigned as a director  effective  December 5, 1997 and
         was replaced by Robert L. Walker.  In addition,  Michael P. Perikly was
         elected as a director to fill a vacancy on the board.

         The  controlling  shareholders of the Company entered into an agreement
         to sell their shares in the Company to Mr.  Robert L. Walker during the
         prior quarter.  Pursuant to such agreement,  67,381 shares were sold on
         September 30, 1997 and 404,288 shares were sold on November 14, 1997.

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

         8-K reports:      Current Report on Form 8-K dated October 23, 1997
                           Current Report on Form 8-K dated December 8, 1997

                                  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: February 4, 1998                   BY: /s/ Robert L. Walker
      -------------------------             ------------------------------------
                                                 Robert L. Walker
                                                 President



DATE: February 4, 1998                  BY:  /s/ Michael P. Perikly
      -------------------------             ------------------------------------
                                                 Michael P. Perikly
                                                 Principal Financial Officer and
                                                   Chief Accounting Officer

                                  Page 12 of 12