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 SEPTEMBER 30, 1998
                                              -------------------

                           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 September 30, 1998.



                                  Page 1 of 13
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1 - Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                         September       March
                                                                                          30, 1998      31, 1998
                                                                                        -----------    -----------
<S>                                                                                     <C>            <C>        
ASSETS
CURRENT ASSETS:
  Cash & cash equivalents                                                               $   582,707    $   212,593
  Accounts receivable                                                                         9,385         23,300
  Accounts receivable from related party                                                                    82,800
  Income tax refund receivable                                                               23,471         23,471
  Merchandise inventories                                                                    88,890         50,394
  Prepaid expenses and other                                                                 71,051         10,491
  Deferred income taxes                                                                      19,603         19,603
                                                                                        -----------    -----------
      Total current assets                                                                  795,107        422,652
                                                                                        -----------    -----------


PROPERTY AND EQUIPMENT:
  Buildings and improvements                                                              5,026,838      5,017,059
  Equipment                                                                               1,597,075      1,421,234
  Leasehold improvements                                                                    325,600        325,600
  Construction in progress                                                                  587,262         48,145
                                                                                        -----------    -----------
      Total property and equipment                                                        7,536,775      6,812,038
  Less accumulated depreciation and amortization                                          2,009,592      1,845,325
                                                                                        -----------    -----------
      Property and equipment - net                                                        5,527,183      4,966,713
                                                                                        -----------    -----------
DEPOSITS                                                                                      5,902          3,402
                                                                                        -----------    -----------
TOTAL                                                                                   $ 6,328,192    $ 5,392,767
                                                                                        ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable:
    Trade                                                                               $   162,802    $    70,570
     Construction                                                                           179,465              0
     Related party                                                                           35,163         17,929
     Note payable under line of credit from related party                                 1,105,000      1,105,000
  Accrued liabilities                                                                       314,665         61,323
  Advance deposits                                                                           79,057        113,093
                                                                                        -----------    -----------
      Total current liabilities                                                           1,876,152      1,367,915
DEFERRED INCOME TAXES                                                                       196,589        196,589
                                                                                        -----------    -----------
      Total liabilities                                                                   2,072,741      1,564,504
                                                                                        -----------    -----------
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                                                                       3,669,753      3,242,565
  Common stock in treasury - at cost, 23,796 shares                                         (77,912)       (77,912)
                                                                                        -----------    -----------
      Total shareholders' equity                                                          4,255,451      3,828,263
                                                                                        -----------    -----------
TOTAL                                                                                   $ 6,328,192    $ 5,392,767
                                                                                        ===========    ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  Page 2 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                              For the six months ended     For the three months ended
                                                 September 30, 1998              September 30,
                                              --------------------------------------------------------
                                                 1998           1997           1998           1997
                                                 ----           ----           ----           ----
<S>                                           <C>            <C>            <C>            <C>       
REVENUES:

 Sales of merchandise                         $1,383,150     $1,474,641     $1,053,476     $1,129,884

 Room, cabin and trailer space rentals         1,400,341      1,598,378      1,078,791      1,251,120

 Interest                                          1,233          3,366          1,152          3,324

 Other income                                    164,354        236,653        130,454        170,131
                                              ----------     ----------     ----------     ----------

    Total revenues                             2,949,078      3,313,038      2,263,873      2,554,459
                                              ----------     ----------     ----------     ----------



COSTS AND EXPENSES:

 Operating                                     1,132,623      1,502,790        669,525        890,051

 Cost of merchandise                             842,801        807,883        657,401        585,947

 General and administrative                      100,974         83,946         48,870         46,957

 Depreciation and amortization                   172,656        169,482         87,833         84,741

 Interest expense                                 39,836         44,690         17,058         22,604
                                              ----------     ----------     ----------     ----------

    Total costs and expenses                   2,288,890      2,608,791      1,480,687      1,630,300
                                              ----------     ----------     ----------     ----------



Income before income tax                         660,188        704,247        783,186        924,159



Provision for income taxes                       233,000        227,000        271,000        308,000
                                              ----------     ----------     ----------     ----------



NET INCOME                                    $  427,188     $  477,247     $  512,186     $  616,159
                                              ==========     ==========     ==========     ==========
NET INCOME
     PER COMMON SHARE                         $     0.62     $     0.69     $     0.74     $     0.89
                                              ==========     ==========     ==========     ==========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  Page 3 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                            Common Stock         Additional            
                                         -------------------      Paid-in       Retained      Treasury
                                          Shares      Amount      Capital       Earnings       Stock
                                          ------      ------      -------       --------       -----
<S>                                     <C>          <C>         <C>           <C>            <C>        
BALANCE, MARCH 31, 1998                  718,373     $ 7,184     $ 656,426     $3,242,565     ($77,912)

Net income                                                                        427,188
                                        ----------------------------------------------------------------
BALANCE, SEPTEMBER 30, 1998              718,373     $ 7,184     $ 656,426     $3,669,753     ($77,912)
                                        ========     =======     =========     ==========     ========
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  Page 4 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                      Six months ended September 30,
                                                                      -----------------------------
                                                                          1998             1997
                                                                       -----------      -----------
<S>                                                                    <C>              <C>        
OPERATING ACTIVITIES:
  Net income                                                           $   427,188      $   477,247
  Adjustments to reconcile net income to cash
    provided by operating activities:
      Depreciation and amortization                                        172,656          169,482
      Gain on disposal of property and equipment                           (11,904)          (8,059)
  Changes in assets and liabilities:
      Accounts receivable                                                   13,915           29,612
      Accounts receivable related party                                     82,800            9,800
      Merchandise inventories                                              (38,496)         (39,204)
      Prepaid income tax                                                                     57,957
      Prepaid expenses and other                                           (63,060)         (25,468)
      Accounts payable trade                                                92,232           81,677
      Accounts payable related party                                        17,234         (163,209)
      Accounts payable construction                                        179,465
      Accrued liabilities                                                  253,343          227,548
      Advance deposits                                                     (34,036)         (84,696)
                                                                       -----------      -----------
          Net cash provided by operating activities                      1,091,337          732,687
                                                                       -----------      -----------

INVESTING ACTIVITIES:
      Purchases of property and equipment                                 (737,433)        (545,445)
      Proceeds from disposal of property and equipment                      16,210           28,536
      Cash and accounts payable segregated for construction
       of replacement property                                                               85,468
                                                                       -----------      -----------
        Net cash used in investing activities                             (721,223)        (431,441)
                                                                       -----------      -----------

FINANCING ACTIVITIES:
      Proceeds from Bank Line of Credit                                                      60,000
                                                                       -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                  370,114          361,246

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                               212,593           48,258
                                                                       -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                               $   582,707      $   409,504
                                                                       ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest                                   $    49,981      $    44,690
                                                                       ===========      ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  Page 5 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           For the Six Month Period Ending September 30, 1998 and 1997

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 made and are of a
normal recurring  nature.  Operating  results for the six months ended September
30, 1998 are not necessarily  indicative of the results that may be expected for
the year ending March 31, 1999. 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, 1998.

1.          BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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

SIGNIFICANT ACCOUNTING POLICIES are as follows:

a.   MERCHANDISE   INVENTORIES  are  stated  at  the  lower  of  aggregate  cost
     (first-in, first-out basis) or market.

b.   PROPERTY  AND  EQUIPMENT  are  stated  at cost.  Depreciation  is  computed
     primarily by an accelerated  method 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.

c.   INCOME  TAXES have been  accounted  for in  accordance  with  Statement  of
     Financial  Accounting  Standards  ("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.

d.   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.

e.   NET INCOME  (LOSS) PER COMMON  SHARE - In 1998,  the  company  adopted  and
     retroactively applied SFAS

                                  Page 6 of 13
<PAGE>
     No. 128,  EARNINGS  PER SHARE,  which had no effect on the  computation  or
     presentation of earnings per share data. Net income (loss) 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 for the six months  ended  September  30, 1998 and
     1997.

f.   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.

g.   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.

h.   NEW ACCOUNTING PRONOUNCEMENTS - In June 1997, the FASB issued SFAS No. 130,
     REPORTING COMPREHENSIVE INCOME, which is effective for financial statements
     for  fiscal  years  beginning  after  December  15,  1997  and  established
     standards  for  reporting  and  display  of  comprehensive  income  and its
     components  (revenues,  expenses,  gains  and  losses)  in a  full  set  of
     general-purpose  financial  statements.  The  Company  does not believe the
     adoption  of SFAS No.  130 will have a  material  impact  on its  financial
     statement presentation or related disclosures.

     In June 1997, the FASB issued SFAS No. 131, DISCLOSURE ABOUT SEGMENTS OF AN
     ENTERPRISE  AND RELATED  INFORMATION,  which is effective  for fiscal years
     beginning  after  December 15, 1997 and  establishes  standards for the way
     that  public  business   enterprises  report  information  about  operating
     segments in annual financial statements and requires that those enterprises
     report selected  information about operating  segments in interim financial
     reports issued to shareholders.  It also establishes  standards for related
     disclosures  about  products  and  services,  geographic  areas  and  major
     customers.  The  Company  operates  in one  business  segment  and does not
     believe  that the  adoption of SFAS No. 131 will have a material  impact on
     its financial statements or related disclosures.

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,  which began in summer 1998 with expected completion in summer 1999.
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

                                  Page 7 of 13
<PAGE>
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,  which has been recorded as operating 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,  1998 and  1997,  this  fee  amounted  to  $58,000  and  $63,000,
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. 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.

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 have
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
is required to suspend or terminate  winter  activities in Yellowstone  National
Park, Flagg Ranch would have to suspend or discontinue its winter operations.

3.          TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTIES

General and administrative  expenses for the six months ended September 30, 1998
and 1997 include  management  fees and  administrative  expenses paid to related
parties of approximately $67,000 and $45,000,  respectively. All related parties
referred to in these  financial  statements  were family members of Elizabeth A.
Nicoli who were the  majority  owners of the  Company  for the six months  ended
September 30, 1997.  Related  parties during the six months ended  September 30,
1998  are  the  Company's  majority  owner,  Robert  Walker  or  his  affiliated
companies.

During October 1997, the Company incurred borrowings under a line of credit from
a related party (see note 4 below).  Interest paid pursuant to these  borrowings
for the six months ended September 30, 1998 totaled $49,981.

4.          NOTE PAYABLE UNDER LINE OF CREDIT

During  October  1997,  the  Company  entered  into a line of  credit  agreement
("Agreement")  with an affiliated  company  expiring  September 30, 1998,  which
provides for secured borrowings of up to $1,200,000 at an interest rate of prime
plus .5 percent. Borrowings under the Agreement are collateralized by the assets
and  improvements  of Flagg Ranch.  The Company has borrowed  $1,105,000 on this
line of credit as of September 30, 1998.

                                  Page 8 of 13
<PAGE>
ITEM 2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

The statements contained in this Report regarding  management's  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,  1998 was
$427,000  ($.62 per share).  This  compares to net income of $477,000  ($.69 per
share) for the six months  ended  September  30, 1997.  The $50,000  decrease in
income was due primarily to the conversion of the riverside motel from available
rental  units to employee  dormitories.  Changes to the  Company's  revenues and
expenses for the six months ended  September 30, 1998 and September 30, 1997 are
summarized  below. All references to years represent the six month period 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  1998  decreased  by  $364,000  or 11% from  1997.  Of this
decrease,  $220,000  was from  motel  and  cabin  rentals,  $106,000  from  food
services,  $40,000 from float trip revenue,  $33,000 from horse rental  revenue,
$26,000 in gasoline  sales,  and $2,000 in  miscellaneous  income.  Increases of
$22,000 in RV park rentals,  $21,000 in Gift shop sales,  and $20,000 in grocery
store sales offset the above  decreases.  The primary reason for the decrease in
motel and cabin rentals is due to the  conversion  of the  riverside  motel from
available rental units to employee  dormitories.  This represents an approximate
37% decrease in available rental units from last year. This decrease also caused
the decreases in revenues from float trips,  horse  rentals,  gasoline sales and
food  service.  The primary  reason for the  increase in RV park  rentals was an
increase 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 during 1997.

                                  Page 9 of 13
<PAGE>
EXPENSES

The ratio of cost of merchandise  sold to sales of  merchandise  was 61% in 1998
and 55% in 1997.  Operating  expenses  decreased  by  $370,000 or 25% in 1998 as
compared to 1997. The ratio of operating  expenses to total revenue decreased to
38% in 1998 from 45% in 1997. The primary  decrease in operating  expenses was a
$262,000  decrease in labor costs.  This was primarily  attributable to cutbacks
made in the labor force at the  beginning of the year.  In  addition,  the labor
costs  decreased due to the reduced number of lodging units.  Other decreases in
operating  expenses included $107,000 related to river float trips and horseback
riding operations,  $21,000 in utilities,  $9,000 in office supplies, $10,000 in
commissions,  $2,000 in printing,  $1,000 in postage and freight, and $37,000 in
repairs and maintenance.  Offsetting these decreases were increases in operating
expenses  including $22,000 in operating  supplies,  $5,000 in equipment rental,
$8,000 in snowmobile parts,  $13,000 in telephone,  $10,000 in credit card fees,
$11,000 in licenses  and fees,  and a number of other  expenses  totaling  about
$10,000.

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 last  fiscal  year the  company  began a  project  to  relocate  the
riverside  motel and other  buildings  located  along the Snake  river to higher
ground  for use as  employee  dormitories  as well  as the  construction  of new
employee RV spaces and other  ancillary  buildings.  During the six months ended
September 30, 1998, the Company incurred costs of approximately $539,000 related
to the above  construction  projects.  In addition the Company has purchased new
vehicles and other  construction  equipment at a cost of $198,000.  As a result,
the working  capital  decreased to a negative  $1,081,000  at September 30, 1998
from a negative $945,000 at March 31, 1998.

The Company may incur  additional costs of between $800,000 and $1,700,000 prior
to December 31, 1999 to relocate  employee  housing units as required  under the
NPS 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 $432,000,  $430,000,  and $139,000 for the fiscal
years ended 1998,  1997 and 1996,  respectively.  Cash generated from operations
for the six  months  ended  September  30,  1998  and 1997  was  $1,091,000  and
$733,000,  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 13
<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

            None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)         1.    Financial Statements                       Page

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

            Consolidated Balance Sheets - September 30, 1998
            and March 31, 1998                                             2

            Consolidated Statements of Income - 6 months ended
            September 30, 1998, 1997                                       3

            Consolidated Statements of  Shareholders' Equity -
            6 months ended September 30, 1998                              4

            Consolidated Statements of Cash Flows-
            6 months ended September 30, 1998, 1997                        5

            Notes to consolidated financial statements                     6

                                  Page 11 of 13
<PAGE>
            3.    The  following  exhibits  are  incorporated  by  reference  as
                  indicated:
            3.1   By-Laws-Adopted June 22, 1992
                  Filed with  Form 10-K dated March 31, 1992
            3.2   Articles of Incorporation-filed with Form 10-K dated March 31,
                  1986, pages 32-41
            10.1  United States Department of the Interior National Park Service
                  Contract-filed with Form 10-Q dated December 31, 1989

                                  Page 12 of 13
<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:    OCTOBER 31, 1998                  BY:  /s/ ROBERT L. WALKER
        -----------------                     ----------------------------------
                                                Robert L. Walker
                                                President



DATE:    OCTOBER 31, 1998                  BY:  /s/ MICHAEL P. PERIKLY
        ------------------                    ----------------------------------
                                                Michael P. Perikly
                                                Principal Financial Officer and
                                                Chief Accounting Officer


                                  Page 13 of 13