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, 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)


1702 E. Highland Ave., Suite #312,  Phoenix, AZ                   85016
-----------------------------------------------             --------------------
(Address of principal executive office)                            (Zip Code)


Issuer's telephone number, including area code (602) 266-0001
                                               --------------

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 January 30, 1997.
<PAGE>
                         PART I - FINANCIAL INFORMATION
ITEM 1. Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                            December              March
                                                                                            31, 1996             31, 1996
                                                                                        -----------------   ------------------
<S>                                                                                     <C>                 <C>    
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                                           $        127,085    $          49,645
    Accounts receivable                                                                           16,995                5,633
    Accounts receivable (affiliate)                                                                4,800                4,800
    Merchandise inventories                                                                      219,346              167,004
    Prepaid income taxes                                                                           5,692               81,292
    Prepaid expenses and other                                                                    36,715               11,021
                                                                                        -----------------   ------------------
                          Total current assets                                                   410,633              319,395
                                                                                        -----------------   ------------------

PROPERTY AND EQUIPMENT:
    Buildings, equipment and improvements                                                      6,382,233            6,231,814
    Construction in process                                                                    1,304,442              301,876
    Less accumulated depreciation and amortization                                            (2,780,763)          (2,589,192)
                                                                                        -----------------   ------------------
                          Property and equipment - net                                         4,905,912            3,944,498

DEPOSITS                                                                                           2,478                2,478
                                                                                        -----------------   ------------------
                                                                                        $      5,319,023    $       4,266,371
                                                                                        =================   ==================

LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Bank line of credit                                                                 $        330,000    $
    Accounts payable                                                                             268,453              119,262
    Accrued liabilities                                                                          400,210               44,350
    Advance deposits                                                                             222,815              139,935
                                                                                        -----------------   ------------------
                          Total current liabilities                                            1,221,478              303,547

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

                          Total liabilities                                                    1,399,330              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                                                                             3,333,995            3,198,874
 Common stock in treasury - at cost, 23,796 and 23,696 shares                                    (77,912)             (77,512)
                                                                                        -----------------   ------------------
                          Total shareholders' equity                                           3,919,693            3,784,972
                                                                                        -----------------   ------------------
                                                                                        $      5,319,023    $       4,266,371
                                                                                        =================   ==================
See notes to consolidated financial statements.
</TABLE>
                                        2
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                         For the nine months ended            For the three months ended
                                                                December 31,                         December 31,
                                                      ---------------------------------    --------------------------------
                                                           1996              1995              1996              1995
<S>                                                   <C>                <C>               <C>               <C>    
REVENUES:
    Room, cabin & trailer space rentals                   $1,396,993        $1,403,444           $79,209           $41,475
    Sales of merchandise                                   1,568,920         1,414,067           137,922            79,186
    Snowmobile rentals                                       100,737            15,569           106,454            15,569
    Interest                                                   3,981            18,229             2,926             5,450
    Other income                                             162,264           118,638            16,746               583
                                                      ---------------    --------------    --------------    --------------
             Total revenues                                3,232,895         2,969,947           343,257           142,263
                                                      ---------------    --------------    --------------    --------------

COSTS AND EXPENSES:
    Operating                                              1,555,641         1,404,495           464,148           332,058
    Cost of merchandise                                      898,964           790,201           134,024            63,275
    General & administrative                                 401,598           406,109           112,402           111,687
    Depreciation & amortization                              191,571           132,745            63,857            51,459
                                                      ---------------    --------------    --------------    --------------
             Total costs and expenses                      3,047,774         2,733,550           774,431           558,479
                                                      ---------------    --------------    --------------    --------------

Income (loss) before income tax                              185,121           236,397          (431,174)         (416,216)

Provision for income tax                                      50,000            63,002          (161,000)         (161,498)
                                                      ---------------    --------------    --------------    --------------

NET INCOME (LOSS)                                           $135,121          $173,395         ($270,174)        ($254,718)
                                                      ===============    ==============    ==============    ==============

NET INCOME (LOSS) PER COMMON SHARE                             $0.19             $0.25            ($0.39)           ($0.37)
                                                      ===============    ==============    ==============    ==============
</TABLE>
See notes to consolidated financial statements.

                                        3
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 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                                                                                    135,121

                                ---------------   ---------------    --------------    ---------------   ---------------
Balance, December 31, 1996             718,373            $7,184          $656,426         $3,333,995          ($77,912)
                                ===============   ===============    ==============    ===============   ===============
</TABLE>
See notes to consolidated financial statements.
                                        4
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  Nine months ended December 31,
                                                                             ---------------------------------------
                                                                                   1996                 1995
                                                                             -----------------    ------------------
<S>                                                                          <C>                  <C>     
OPERATING ACTIVITIES:
    Net Income                                                                       $135,121              $173,395
    Adjustment to reconcile net income to cash
         provided by operating activities:
         Depreciation and amortization                                                191,571               132,745

Changes in assets and liabilities:
         Accounts receivable                                                          (11,362)               (9,068)
         Merchandise inventories                                                      (52,342)              (84,185)
         Prepaid income tax                                                            75,600               (77,329)
         Prepaid expenses and other                                                   (25,694)              (42,807)
         Accounts payable                                                             149,191              (311,324)
         Accrued liabilities                                                          355,860                 3,548
         Advance deposits                                                              82,880                99,869
                                                                             -----------------    ------------------
               Net cash provided by (used in) operating activities                    900,825              (115,156)
                                                                             -----------------    ------------------

INVESTING ACTIVITIES
         Purchases of property and equipment                                       (1,152,985)             (826,426)
         Sale of marketable investment securities                                                           300,000
         Cash segregated for construction of
               replacement property                                                                         116,758
                                                                             -----------------    ------------------
               Net cash used in investing activities                               (1,152,985)             (409,668)
                                                                             -----------------    ------------------

FINANCING ACTIVITIES
         Proceeds from Bank Line of Credit                                            330,000
         Common stock purchased for treasury                                             (400)               (3,284)
                                                                             -----------------    ------------------
               Net cash provided by (used in) financing activities                    329,600                (3,284)
                                                                             -----------------    ------------------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                                                                       77,440              (528,108)

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

CASH AND CASH EQUIVALENTS,
          END OF PERIOD                                                              $127,085               $45,171
                                                                             =================    ==================
</TABLE>
See notes to consolidated financial statements.
                                        5
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
                        ---------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          For the Nine Month Periods Ending December 31, 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 nine months ended December
31, 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 range 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 694,624  and 698,121 for the nine months  ended
December  31, 1996 and 1995 and 694,577 and 698,498  shares for the three months
ended December 31, 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  December  31,  1996 and 1995,  this fee  amounted to $7,000 and
$4,000, 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 nine  months  ended
December 31, 1996 and 1995, are management fees and  administrative  expenses of
approximately   $320,000,  and  $321,000,   respectively,   paid  to  affiliated
companies.  All affiliated  companies referred to in these financial  statements
are owned by Elizabeth A. Nicoli  and/or  family  members,  who are the majority
owners of the Company.

The Company  leases  snowmobiles  under  short-term  leases  from an  affiliated
company.  For the nine months ended December 31, 1996 and 1995 snowmobile  lease
expense totaled $42,000 each period and was included in accrued expenses.

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 December 31, 1996
there were  outstanding  borrowings of $330,000.  Interest is payable monthly on
the outstanding  principal  balance at a rate equal to prime plus .50% (8.25% at
December 31, 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 January 30, 1997, there were outstanding borrowings of $495,000.

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
December 31, 1996,  there were no  outstanding  borrowings.  Interest is payable
monthly on the outstanding  principal balance at a rate equal to prime plus .50%
(8.25% at December  31,  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  January  30,  1997  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 nine  months  ended  December  31,  1996 was
$135,000  ($.19 per share).  This  compares to net income of $173,000  ($.25 per
share) for the nine months ended  December 31,  1995.  Changes to the  Company's
revenues and  expenses  for the nine month  period  ended  December 31, 1996 and
December 31, 1995 are summarized  below.  All references to years represent nine
month periods ending December 31 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.

In 1996 the National  Parks opened on December  20,  approximately  5 days later
than normal. In addition,  extreme winter weather  conditions caused the closure
of local  airports,  roads and the  national  parks for several  days during the
Christmas  holiday  season.  Based on actual  cancellations,  the  estimated the
amount of revenue  lost during this period is in excess of $70,000.  Despite the
large number of cancellations, there was substantially no decrease in the amount
of operating  expenses because the Company  maintained staff levels necessary to
serve in-house guests, and respond to weather related emergencies.

In 1995, 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 on January 6, 1996. The economic impact of the shutdown was a
significant  amount of lost revenue,  particularly  during the Christmas holiday
period.


Revenues
--------

Total  revenues for 1996  increased  by $263,000 or 9% compared to 1995.  Of the
increase, $85,000 was from snowmobile rentals, $70,000 from grocery store sales,
$52,000  from  gift  shop  sales,   $38,000  from  food  services,   $15,000  in
miscellaneous  income,  $12,000 in  transportation  and other  winter  services,
$11,000 in horse rental  revenue and $5,000 in float trip revenue.  Decreases of
$14,000 in  interest  income,  $6,000 in motel and cabin  rentals  and $5,000 in
gasoline sales offset the above increases.

Snowmobile  rentals  increased  from  $16,000 in  December  1995 to  $101,000 in
December 1996. The snowmobile rentals in 1995 were extremely low due to the 1995
national park shutdown.  Total motel and cabin rental days increased from 11,662
in 1995 to 11,772 in 1996.  The increase in grocery  store and gift shop revenue
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 57% in 1996
compared to 56% in 1995.  The ratio of operating  expenses to total  revenue was
48% in 1996 and 47% in 1995.  Operating  expenses as a whole increased  $151,000
over the prior year.  Included in operating  expenses was an $81,000 increase in
labor due to the hiring of more
<PAGE>
experienced departmental managers and additional year round supervisors as Flagg
Ranch  continues to upgrade the level of service and  amenities  afforded to its
guests. The national minimum wage increase went into effect in the third quarter
which  contributed to the increase in labor costs.  There were also increases in
utilities of $18,000,  operating supplies of $19,000 and repairs and maintenance
of $33,000.

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  were
substantially complete in December 1996, and other related improvements.  During
the  nine  months  ended  December  31,  1996,  the  Company  incurred  costs of
$1,003,000 for the above  construction  projects.  As a result,  working capital
decreased to a negative $811,000 at December 31, 1996 from a negative $33,000 at
December 31, 1995. The Company plans to incur  additional costs of approximately
$200,000 in the fourth quarter 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.

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 (used in) operations for the nine months ended
December  31,  1996 and 1995 was  $901,000  and  ($115,000),  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: February 14, 1997                     BY:  /s/ Elizabeth A. Nicoli
     -------------------------------           ---------------------------------
                                              Elizabeth A. Nicoli
                                              Chairman of the Board and 
                                              President


DATE:     February 14, 1997                 BY:  /s/ Mark G. Sauder
     -------------------------------           ---------------------------------
                                               Mark G. Sauder,
                                               Chief Financial Officer


DATE:     February 14, 1997                 By:  /s/ Daniel J. Ryan
     -------------------------------           ---------------------------------
                                               Daniel J. Ryan
                                               Chief Accountant