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 December 31, 1995
                                         -----------------
                           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 697,677 shares
of $.01 par value common stock outstanding as of February 5, 1996.

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.   Summarized Financial Information


                        INTERNATIONAL LEISURE HOSTS, LTD.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  December         March
                                                                  31, 1995        31, 1995
                                                                 -----------    -----------
<S>                                                              <C>            <C>
ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                       $    45,171    $   573,279
 Marketable investment securities                                    300,000
 Accounts receivable                                                  19,923         10,855
 Merchandise inventories                                             198,700        114,515
 Prepaid income taxes                                                 92,476         15,147
 Prepaid expenses and other                                           49,145          6,338
                                                                 -----------    -----------

                        Total current assets                         405,415      1,020,134
                                                                 -----------    -----------

CASH SEGREGATED  FOR CONSTRUCTION OF
 REPLACEMENT PROPERTY                                                116,758

PROPERTY AND EQUIPMENT
 Buildings, equipment and improvements                             6,222,426      2,807,179
 Construction in process                                             252,700      2,841,521
 Less accumulated depreciation and amortization                   (2,489,946)    (2,357,201)
                                                                 -----------    -----------
                       Property and equipment - net                3,985,180      3,291,499

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

                                                                 $ 4,393,073    $ 4,430,869
                                                                 ===========    ===========


LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable                                                $   165,099    $   476,423
 Accrued liabilities                                                  66,553         63,005
 Advanced deposits                                                   206,389        106,520
                                                                 -----------    -----------
                                                                 -----------    -----------
                       Total current liablilites                     438,041        645,948

DEFERRED INCOME TAXES                                                180,852        180,852
                                                                 -----------    -----------

                       Total liabilities                             618,893        826,800
                                                                 -----------    -----------

COMMITMENTS AND CONTINGENCIES (Note 3)

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                                                 3,173,082      2,999,687
 Common stock in treasury, at cost  - 20,696 and 19,875 shares       (62,512)       (59,228)
                                                                 -----------    -----------
                       Total shareholders' equity                  3,774,180      3,604,069
                                                                 -----------    -----------

                                                                 $ 4,393,073    $ 4,430,869
                                                                 ===========    ===========
</TABLE>

See notes to the consolidated financial statements.
<PAGE>
<TABLE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        CONSOLIDATED STATEMENTS OF INCOME


<CAPTION>
                                         For the nine months ended  For the three months ended
                                                 December 31,             December 31,
                                          -----------------------   ------------------------
                                             1995         1994         1995          1994
                                          ----------   ----------   ----------    ---------- 
<S>                                       <C>          <C>          <C>           <C>   

REVENUES:
    Sales of merchandise                  $1,414,067   $1,460,827   $   79,186    $  101,406
    Room, cabin & trailer space rentals    1,403,444    1,125,883       41,475        65,452
    Snowmobile rentals                        15,569      133,150       15,569       133,150
    Interest                                  18,229       63,827        5,450        18,491
    Other income                             118,638       19,419          583        16,213
                                          ----------   ----------   ----------    ----------
              Total Revenue                2,969,947    2,803,106      142,263       334,712
                                          ----------   ----------   ----------    ----------


COSTS & EXPENSES:
    Cost of merchandise                      790,201      866,561       63,275        69,690
    Operating                              1,404,495    1,024,136      332,058       307,400
    General & administrative                 406,109      327,210      111,687       106,894
    Depreciation & amortization              132,745       57,774       51,459        19,824
                                          ----------   ----------   ----------    ----------
             Total costs and expenses      2,733,550    2,275,681      558,479       503,808
                                          ----------   ----------   ----------    ----------

Income (loss) before income tax              236,397      527,425     (416,216)     (169,096)

Provision for income tax                      63,002      177,531     (161,498)      (56,969)
                                          ----------   ----------   ----------    ----------

NET INCOME (LOSS)                         $  173,395   $  349,894   ($ 254,718)   ($ 112,127)
                                          ==========   ==========   ==========    ==========

NET INCOME (LOSS) PER COMMON SHARE        $     0.25   $     0.50   ($    0.37)   ($    0.16)
                                          ==========   ==========   ==========    ==========
</TABLE>

See notes to consolidated financial statements

<PAGE>
<TABLE>

                       INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                   FOR THE NINE MONTHS ENDED DECEMBER 31, 1995

<CAPTION>
                                                       Additional
                                  Common Stock          Paid-In      Retained     Treasury
                            ------------------------      
                              Shares        Amount      Capital      Earnings       Stock
                            ----------    ----------   ----------   ----------   ----------
<S>                         <C>           <C>          <C>          <C>          <C>

Balance, March 31, 1995        718,373    $    7,184   $  656,426   $2,999,687   ($  59,228)

Purchases of common stock                                                            (3,284)

Net Income                                                             173,395

                            ----------    ----------   ----------   ----------   ----------
Balance December 31, 1995      718,373    $    7,184   $  656,426   $3,173,082   ($  62,512)
                            ==========    ==========   ==========   ==========   ==========
</TABLE>



See notes to consolidated financial statements.
<PAGE>

<TABLE>


                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>



                                                                Nine months ended December 31,
                                                                  --------------------------
                                                                     1995           1994
                                                                  -----------    -----------
<S>                                                               <C>            <C>

OPERATING ACTIVITIES:
 Net Income                                                       $   173,395    $   349,894
 Adjustment to reconcile net income to net cash
      provided by (used in) operations:
      Depreciation and amortization                                   132,745         57,774


 Changes in assets and liabilities:
      Accounts receivable                                              (9,068)        51,880
      Merchandise inventories                                         (84,185)        (8,267)
      Prepaid expenses and other                                      (42,807)       (60,508)
      Accounts payable                                               (311,324)       336,012
      Accrued liabilities                                               3,548        (47,855)
      Advance deposits                                                 99,869        150,594
      Income taxes                                                    (77,329)       (38,811)
                                                                  -----------    -----------

            Net cash provided by (used in) operating activities      (115,156)       790,713
                                                                  -----------    ----------- 


INVESTING ACTIVITIES:
      Increase in property and equipment                           (3,415,247)       (26,271)
      Decrease (Increase) in construction in progress               2,588,821     (2,218,397)
      Use of cash segregated for construction of
           replacement  property                                      116,758        916,790
      Purchase of marketable investment securities                   (398,044)
      Sale of marketable investment securities                        300,000      1,542,892
                                                                  -----------    -----------
                                                                  -----------    -----------

           Net cash used by investing activities                     (409,668)      (183,030)

FINANCING ACTIVITIES:
      Common stock purchased for treasury                              (3,284)
                                                                  -----------    -----------

NET INCREASE (DECREASE) IN
      CASH AND CASH EQUIVALENTS                                      (528,108)       607,683

CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD                                             573,279         95,505
                                                                  -----------    -----------

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                                                $    45,171    $   703,188
                                                                  ===========    ===========
</TABLE>



See notes to consolidated financial statements.

<PAGE>







                        INTERNATIONAL LEISURE HOSTS, LTD.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Nine Month Periods Ending December 31, 1995 and 1994

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 nine months ended December
31, 1995 are not necessarily  indicative of the results that may be expected for
the year ending March 31, 1996. 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, 1995.

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.

Marketable  investment  securities are carried at cost, which  approximates fair
value.  The fair values are estimated based on quoted market prices.  Marketable
securities are managed as part of the Company's  cash  management  program.  The
Financial  Accounting  Standards Board issued Statement of Financial  Accounting
Standards  ("SFAS")  No. 115,  Accounting  for Certain  Investments  in Debt and
Equity  Securities,  which the Company adopted in fiscal year 1995. SFAS No. 115
requires the  classification  of  securities  of  acquisition  into one of three
categories:  available  for sale,  held to maturity or trading.  The Company has
classified its securities as available for sale.

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 primarily by
the  straight-line  method  over the  estimated  useful  lives  of such  assets.
Amortization, by the straight-line method, of improvements to leased property is
based on the shorter of the term of the applicable lease or the estimated useful
lives of such assets.

Income taxes were  provided for under  provisions  of the Statement of Financial
Accounting Standards ("SFAS") No. 109.

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 698,121  and 698,498 for the nine months  ended
December  31, 1995 and 1994 and 697,728 and 698,498  shares for the three months
ended December 31, 1995 and 1994.

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 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.
<PAGE>

2.  MARKETABLE INVESTMENT SECURITIES

Marketable investment securities consist of the following:

                                        December 31, 1995      March 31,1995
                                        -----------------    -------------------
                                         Cost      Market      Cost      Market
Available for sale:
Variable rate muni bonds                 $  0       $  0     $300,000   $300,000


3.  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 cost
of  making  these  improvements  is  estimated  to  be  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. The first
review period was scheduled  for December 31, 1994;  however,  as of February 5,
1996,  the NPS has not  completed  its  review.  Any  changes to the fee will be
retroactive  to January 1, 1995. For the nine months ended December 31, 1995 and
1994, this fee amounted to $56,000 and $52,000, respectively.

4. TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED
    PARTIES

Included  in general  and  administrative  expenses  for the nine  months  ended
December 31, 1995 and 1994, are management fees and  administrative  expenses of
approximately $321,000 and $234,000,  respectively, paid to affiliated companies
owned by Anthony J. Nicoli and/or family members.

5.  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, 1996,  and as of December 31, 1995,
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
February 5, 1996). Commencing October 30, 1996, the principal shall be repaid in
36 equal monthly principal  payments with a maturity date of September 30, 1999.
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.


<PAGE>



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

The  principal  business of the Company is the  ownership and operation of Flagg
Ranch Village  ("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
of Yellowstone National Park.

Flagg Ranch undertook a major  redevelopment plan during fiscal year ended March
31, 1995 which included  construction of a new main lodge building,  plus 50 new
cabin  units.  The grand  opening  of the new lodge and cabins was held June 17,
1995. The lodge,  which  replaces  existing  facilities,  includes a restaurant,
lounge,  gift shop, grocery store,  front desk and gasoline station.  The 50 new
cabin  units  replaced  42 rustic  cabin  units  which will be removed  from the
property.

Flagg Ranch,  the principal  business of the Company,  is operated as a seasonal
resort. The two seasons generally 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
mid-December through mid-March.

Due to the  Federal  Government's  inability  to reach a budget  agreement,  all
National  Parks were forced to shutdown on December 17, 1995. As a National Park
concessionaire,  Flagg Ranch was forced to shutdown and remain  closed until the
Parks  reopened  January 6, 1996.  The  economic  impact of the  shutdown  was a
significant  amount of lost revenue,  particularly  during the Christmas holiday
period.  The  Christmas  holiday  period has  traditionally  been Flagg  Ranch's
busiest time of the winter season,  usually operating at or near full occupancy.
Based on past history, budgets, and actual cancellations, we estimate the amount
of revenue lost during the shutdown was in excess of $300,000.

The  Company  had net income for the nine  months  ended  December  31,  1995 of
$173,000  ($.25 per share).  This  compares to net income of $350,000  ($.50 per
share) for the nine months  ended  December 31,  1994.  The $177,000  decline in
income was due to increased  costs  associated  with opening and  operating  new
facilities  at Flagg  Ranch  and the  shutdown  of the  National  Parks  and its
concessionaires due to the Federal  Government's budget impasse discussed in the
preceding paragraph. The operations for the first six months (the summer season)
were  reviewed  in the  previous  Form  10-QSB  filed for  September  30,  1995.
Operations for the winter season open in mid-December,  therefore comparisons of
operations  for nine months are not as  meaningful as  comparisons  of the third
quarters.  All  references to years  represent the quarters ended December 31 of
the stated year.


Revenues

Total  revenues for the third quarter of 1995  decreased by $192,000 or 57% over
the same period in 1994 due to shutdown  described in the  preceding  paragraph.
There were decreases in snowmobile rentals of $118,000,  sales of merchandise of
$22,000, motel and cabin rentals of $24,000 and interest income of $13,000.



<PAGE>



Costs and Expenses

The ratio of cost of merchandise sold to sales of merchandise increased from 69%
in 1994 to 80% in 1995.  This ratio tends to fluctuate  during the third quarter
when the sales  volumes  are small and the end of the  summer  season  inventory
adjustments  are made.  The ratio for the nine month period  ended  December 31,
1995 is 56% compared to 59% for the prior year.

Operating  expenses in the third  quarter of 1995  increased  $25,000.  The most
significant  increases were $34,000 in labor,  $9,000 in operating  supplies and
$16,000 in utilities. Decreases in snowmobile related expenses of $30,000 offset
the increases.

Depreciation increased by $32,000 in 1995 due to completion of the new lodge and
cabins.

Liquidity and Capital Resources

Working  capital at  December  31,  1995 is a  negative  $33,000  compared  to a
positive  $374,000 at March 31, 1995.  The decline in working  capital is due to
the  Company  using its  working  capital  to fund the  construction  of certain
capital  improvements.  The Company began construction of an additional 42 cabin
units  during  the  second  quarter of fiscal  1996  which are  scheduled  to be
completed in fiscal 1997. The total cost of these  additional units is estimated
between  $1,300,000  and  $1,400,000  of which  $253,000 has been incurred as of
December 31, 1995.

The estimated total costs to be incurred for the entire construction planned for
the remainder of fiscal year 1996 through fiscal 2000 is between  $3,000,000 and
$3,700,000. The Company intends to fund these improvements through existing cash
funds and cash generated from  operations,  plus a $500,000 bank credit facility
which can be drawn on through September 30, 1996. Cash generated from operations
was  $1,001,000,  $576,000  and  $658,000 in fiscal  years 1995,  1994 and 1993,
respectively.  Cash generated from operations for the nine months ended December
31, 1994 was $791,000;  whereas,  cash used in  operations  was $115,000 for the
nine months  ended  December 31, 1995.  The  construction  funds will have to be
obtained  from  outside  sources to the extent they exceed cash  generated  from
operations and the $500,000 bank credit facility.

<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
                  --------------------------------
                           None


<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:     2/12/96                   BY: /s/ John L. Bradley
      -----------------                 ----------------------
                                            John L. Bradley
                                            President


DATE:     2/12/96                   BY:  /s/ Mark G. Sauder
      -----------------                 ----------------------
                                             Mark G. Sauder,
                                             Chief Financial Officer