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, 1996
                                        ------------------

                           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)


2525 E. Camelback, Ste. 275
---------------------------------------
Phoenix, AZ                                                  85016
---------------------------------------         --------------------------------
(Address of principal executive                            (Zip Code)
office)

Issuer's telephone number, including area code (602) 955-6100
                                              ----------------

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 November 4, 1996.
<PAGE>
                               PART I - FINANCIAL INFORMATION

ITEM 1.   Summarized Financial Information


                        INTERNATIONAL LEISURE HOSTS, LTD.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         September       March
                                                                         30, 1996       31, 1996
                                                                     ---------------  ---------------
<S>                                                                  <C>              <C>      
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                         $    319,828        $  49,645
     Accounts receivable                                                     13,839            5,633
     Accounts receivable (affiliate)                                          4,800            4,800
     Merchandise inventories                                                197,714          167,004
     Prepaid income taxes                                                     5,692           81,292
     Prepaid expenses and other                                              25,740           11,021
                                                                     ---------------  ---------------

                            Total current assets                            567,613          319,395
                                                                     ---------------  ---------------


PROPERTY AND EQUIPMENT:
     Buildings, equipment and improvements                                6,346,712        6,231,814
     Construction in process                                                858,967          301,876
     Less accumulated depreciation and amortization                      (2,716,906)      (2,589,192)
                                                                     ---------------  ---------------
                           Property and equipment - net                   4,488,773        3,944,498

DEPOSITS                                                                      2,478            2,478
                                                                     ---------------  ---------------

                                                                         $5,058,864       $4,266,371
                                                                     ===============  ===============


LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
      Accounts payable                                                  $   149,585       $  119,262
      Accrued liabilities                                                   452,691           44,350
      Advanced deposits                                                      70,850          139,935
                                                                     ---------------  ---------------
                           Total current liablilites                        673,126          303,547

DEFERRED INCOME TAXES                                                       177,852          177,852
                                                                     ---------------  ---------------

                           Total liabilities                                850,978          481,399
                                                                     ---------------  ---------------

COMMITMENTS AND CONTINGENCIES

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                                                   3,622,188        3,198,874
      Common stock in treasury, at cost  - 23,796 and 23,696 shares         (77,912)         (77,512)
                                                                     ---------------  ---------------
                            Total shareholders' equity                    4,207,886        3,784,972
                                                                     ---------------  ---------------

                                                                         $5,058,864       $4,266,371
                                                                     ===============  ===============
</TABLE>
See notes to the consolidated financial statements.
<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,
                                                        ---------------------------------    ------------------------------------
                                                              1996              1995              1996                1995
                                                        ----------------   --------------    ----------------   -----------------
<S>                                                     <C>                <C>               <C>                <C>         
REVENUES:
    Room, cabin & trailer space rentals                      $1,308,917       $1,361,969      $   1,030,393        $  1,088,720
    Sales of merchandise                                      1,436,844        1,334,881          1,087,854           1,037,544
    Interest                                                      2,621           12,779              2,426               5,145
    Other income                                                141,256          118,055            107,427              91,323
                                                        ----------------  ---------------   ----------------   -----------------

             Total revenues                                   2,889,638        2,827,684          2,228,100           2,222,732
                                                        ----------------   --------------   ----------------   -----------------


COSTS & EXPENSES:
    Operating                                                 1,073,474        1,072,437            657,733             698,104
    Cost of merchandise                                         764,940          726,926            562,740             542,494
    General & administrative                                    289,196          294,422            176,553             187,663
    Depreciation & amortization                                 127,714           81,286             63,857              51,825
                                                        ----------------   --------------   ----------------   -----------------

             Total costs and expenses                         2,255,324        2,175,071          1,460,883           1,480,086
                                                        ----------------   --------------   ----------------   -----------------

Income before income tax                                        634,314          652,613            767,217             742,646

Provision for income tax                                        211,000          224,500            259,300             256,000
                                                        ----------------   --------------   ----------------   -----------------

NET INCOME                                                    $ 423,314      $   428,113          $ 507,917           $ 486,646
                                                        ================   ==============   ================   =================


NET INCOME PER COMMON SHARE                                   $    0.61      $      0.61          $    0.73           $    0.70
                                                        ================   ==============   ================   =================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                            Six months ended September 30,
                                                                       ---------------------------------------
                                                                              1996                 1995
                                                                       ------------------   ------------------
<S>                                                                       <C>                  <C>           
OPERATING ACTIVITIES:
     Net Income                                                           $      423,314       $      428,113
     Adjustment to reconcile net income to net cash
          provided by operating activities:
          Depreciation and amortization                                          127,714               81,286


     Changes in assets and liabilities:
          Accounts receivable                                                     (8,206)                 570
          Merchandise inventories                                                (30,710)             (47,909)
          Prepaid income taxes                                                    75,600              (50,703)
          Prepaid expenses and other                                             (14,719)              (6,504)
          Accounts payable                                                        30,323             (272,122)
          Accrued liabilities                                                    408,341              222,354
          Advance deposits                                                       (69,085)             (26,149)
                                                                       ------------------   ------------------
                Net cash provided by operating activities                        942,572              328,936
                                                                       ------------------   ------------------


INVESTING ACTIVITIES:
          Purchases of property and equipment                                   (671,989)            (634,574)
          Sale of marketable investment securities                                                    300,000
          Cash segregated for construction of
               replacement  property                                                                  116,758
                                                                       ------------------   ------------------
               Net cash used by investing activities                            (671,989)            (217,816)
                                                                       ------------------   ------------------

FINANCING ACTIVITIES:
          Common stock purchased for treasury                                       (400)              (2,700)
                                                                       ------------------   ------------------

NET INCREASE IN CASH AND
         CASH EQUIVALENTS                                                        270,183              108,420

CASH AND CASH EQUIVALENTS,
         BEGINNING OF PERIOD                                                      49,645              573,279
                                                                       ------------------   ------------------

CASH AND CASH EQUIVALENTS,
         END OF PERIOD                                                     $     319,828        $     681,699
                                                                       ==================   ==================
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>

                                                                             
                                                       Common Stock          Additional                                
                                               -----------------------------  Paid-In         Retained        Treasury  
                                                 Shares         Amount        Capital         Earnings          Stock
                                               ------------   ------------  -------------  --------------   ------------
<S>                                            <C>            <C>           <C>            <C>              <C>      
Balance, March 31, 1996                            718,373         $7,184       $656,426      $3,198,874       ($77,512)

Purchases of common stock                                                                                          (400)

Net Income                                                                                       423,314

                                               ------------   ------------  -------------  --------------   ------------
Balance, September 30, 1996                        718,373         $7,184       $656,426      $3,622,188       ($77,912)
                                               ============   ============  =============  ==============   ============
</TABLE>
See notes to consolidated financial statements.
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Six Month Periods Ending September 30, 1996 and 1995

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 included and are of a
normal recurring  nature.  Operating  results for the six months ended September
30, 1996 are not necessarily  indicative of the results that may be expected for
the year ending March 31, 1997. 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, 1996.

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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 ranges from 5 years to 40 years for such assets.
Amortization, by the straight-line method, of improvements to leased property is
based on the estimated useful lives of such assets.

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 694,649  and  698,318 for the six months  ended
September 30, 1996 and 1995 and 694,586 and 698,136  shares for the three months
ended September 30, 1996 and 1995.

Business  Segments - The Company  considers its operations to be in one business
segment, the ownership and operation of Flagg Ranch, a full-service resort motel
and  trailer  park  located in the John D.  Rockefeller  Jr.  Memorial  Parkway,
approximately  four 
<PAGE>
miles north of Grand  Teton  National  Park and two miles south of the  southern
entrance to Yellowstone National Park.

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 - SFAS No. 107, Disclosures About
Fair Value of  Financial  Instruments  was  adopted for the year ended March 31,
1995.  SFAS No. 107 requires  disclosure of the estimated  fair value of certain
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 and capital lease
obligations  approximate fair values due to the short-term  maturities or market
rates of interest.

Reclassifications  -  Certain  reclassifications  have  been  made  to the  1995
financial statements to conform to the 1996 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,  then the cost is estimated to be $500,000.
If the Company builds new lodging units to replace the 54-unit  riverside motel,
the additional cost to build these lodging units will be between  $1,200,000 and
$1,500,000.  This  would  result  in a total  cost  for the  relocation  and new
construction combined of between $1,700,000 and $2,000,000.

The fee expense  under the Contract is  calculated  at 2% of gross  receipts (as
defined),  subject to review and possible  adjustment  every five years. For the
quarters  ended  September  30, 1996 and 1995,  this fee amounted to $54,000 and
$52,000, respectively.

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.  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  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. In addition, the business of Flagg Ranch is susceptible to
weather conditions and unfavorable trends in the economy as a whole.
<PAGE>
3.  TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTIES

Included  in  general  and  administrative  expenses  for the six  months  ended
September 30, 1996 and 1995, are management fees and administrative  expenses of
approximately   $228,000,  and  $230,000,   respectively,   paid  to  affiliated
companies.  All affiliated  companies referred to in these financial  statements
are owned by Anthony J.  Nicoli  and/or  family  members,  who are the  majority
owners of the Company.

4.  BANK CREDIT FACILITY

During fiscal 1995, the Company  established a credit  facility with a bank. The
credit  facility  provides for maximum  borrowings of $500,000.  The draw period
under the facility runs until  September 30, 1997,  and as of September 30, 1996
there  were no  outstanding  borrowings.  Interest  is  payable  monthly  on the
outstanding  principal  balance  at a rate  equal to prime  plus .50%  (8.75% at
September 30, 1996).  Commencing October 30, 1997, the principal shall be repaid
in 60 equal  monthly  principal  payments  with a maturity date of September 30,
2002. 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 4, 1996, there were no outstanding borrowings.

During  fiscal  1997,  the  Company  established  an  additional  line of credit
facility with the same bank, the credit facility provides for maximum borrowings
of  $500,000.  The line of credit  matures  on  September  30,  1997,  and as of
September 30, 1996,  there were no outstanding  borrowings.  Interest is payable
monthly on the outstanding  principal balance at a rate equal to prime plus .50%
(8.75% at September  30, 1996).  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  4,  1996  there  were no
outstanding borrowings.
<PAGE>
ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The  Company's  net income  for the six  months  ended  September  30,  1996 was
$423,000  ($.61 per share).  This  compares to net income of $428,000  ($.61 per
share) for the six months ended  September  30, 1995.  Changes to the  Company's
revenues and expenses  for the six month  period  ended  September  30, 1996 and
September 30, 1995 are summarized  below.  All references to years represent six
month periods ending September 30 of 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 1996  increased by $62,000 or 2% from 1995. Of the increase,
$61,000 was from grocery store sales, $41,000 from gift shop sales, $12,000 from
food  services,  $11,000 from horse  rental  revenue,  $10,000 in  miscellaneous
income,  and $5,000 in float  trip  revenue.  Decreases  of $53,000 in motel and
cabin rentals,  $15,000 in gasoline sales, and $10,000 in interest income offset
the above increases.

Total  motel and cabin  rental days  decreased  from 11,631 in 1995 to 10,968 in
1996. The number of visitors to the south entrance of Yellowstone  National Park
decreased 3% in 1996, thereby contributing to the decline in 1996 occupancy. The
increase  in  grocery  store and gift  shop  revenues  was due to the  Company's
increased  emphasis on having tour buses stop at Flagg  Ranch,  plus in 1996 the
Company hired an  experienced  retail manager in order to expand and improve the
profitability of the retail segment.

Expenses
--------

The ratio of cost of merchandise  sold to sales of  merchandise  was 53% in 1996
compared  to 54% in 1995.  The  ratio of  operating  expenses  to total  revenue
decreased  to 37% in  1996  from  38% in  1995.  Operating  expenses  as a whole
remained  flat for 1996 compared to 1995.  Included in operating  expenses was a
$52,000  increase  in labor due to the hiring of more  experienced  departmental
managers as Flagg Ranch  continues to upgrade the level of service and amenities
afforded  to its  guests.  Offsetting  the  increases  in  labor  was a  $51,000
reduction in utilities, insurance, operating supplies and other expenses.

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

During the past fiscal year the Company  incurred  costs of $885,000 to complete
construction  of the lodge  building and 50 new cabin units which were completed
in May 1995, and to begin construction of 42 new cabin units which are scheduled
to be completed in December 1996 and other related improvements.  During the six
months ended September 30, 1996, the Company  incurred costs of $557,000 for the
above  construction  projects.  As a  result,  working  capital  decreased  to a
negative $106,000 at September 30, 1996 from a positive $16,000 at September 30,
1995. The Company plans to incur  additional costs between $700,000 and $800,000
in the third and fourth  quarters to complete the above  construction  projects.
The total cost of these additional 42 cabin units and other related improvements
is between $1,400,000 to $1,500,000.
<PAGE>
The  estimated  costs to be  incurred  for the entire  construction  planned for
fiscal years 1997 through 2000 is between $3,000,000 and $4,000,000. The Company
intends  to fund  these  improvements  through  existing  cash  funds  and  cash
generated from operations,  plus the bank credit facilities  totaling $1,000,000
which can be drawn on through September 1997. Cash generated from operations was
$139,000,   $766,000  and  $576,000  in  fiscal  years  1996,   1995  and  1994,
respectively.  Cash generated from operations for the six months ended September
30, 1996 and 1995 was  $943,000 and  $329,000,  respectively.  The  construction
funds will have to be obtained  from  outside  sources to the extent they exceed
cash generated from operations and the bank credit facilities of $1,000,000.
<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1.           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
                  ---------------------------------

                           None

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

                  A current  report on Form 8-K was  filed on  November  5, 1996
                  stating  that Anthony J. Nicoli,  the  director,  Chairman and
                  President  of the Company  died on October 22,  1996.  The new
                  Chairperson and President is Elizabeth A. Nicoli.
<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 14, 1996              BY:  /s/ Elizabeth A. Nicoli
     ---------------------                -----------------------------------
                                          Elizabeth A. Nicoli
                                          Chairman of the Board and President


DATE:  November 14, 1996              BY:  /s/ Mark G. Sauder
     ---------------------                -----------------------------------
                                          Mark G. Sauder,
                                          Chief Financial Officer


DATE:  November 14, 1996              By:  /s/ Daniel J. Ryan
     ---------------------                -----------------------------------
                                          Daniel J. Ryan
                                          Chief Accountant