UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                450 Fifth Street
                             Washington, D.C. 20549

                                   Form 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                For the Quarterly Period Ended December 31, 2001

                           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 office)                           (Zip Code)


Issuer's telephone number, including area code (480) 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 694,407 shares
of $.01 par value common stock outstanding as of December 31, 2001.

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

 ITEM 1 - Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                              December        March
                                                              31, 2001      31, 2001
                                                            -----------   -----------
ASSETS                                                      (Unaudited)
<S>                                                         <C>           <C>
CURRENT ASSETS:
    Cash and cash equivalents                               $    93,560   $   174,991
    Accounts receivable                                          31,306         1,338
    Merchandise inventories                                     170,457       112,002
    Prepaid expenses and other                                   28,863        18,754
                                                            -----------   -----------
        Total current assets                                    324,186       307,085
                                                            -----------   -----------
PROPERTY AND EQUIPMENT:
    Buildings and improvements                                7,030,870     6,258,425
    Equipment                                                 2,109,528     2,010,789
    Leasehold improvements                                      325,600       325,600
    Construction in progress                                    176,425       726,833
                                                            -----------   -----------
        Total property and equipment                          9,642,423     9,321,647
    Less accumulated depreciation and amortization            3,199,800     2,918,567
                                                            -----------   -----------
        Property and equipment - net                          6,442,623     6,403,080
                                                            -----------   -----------
DEPOSITS                                                          1,500             0
                                                            -----------   -----------
TOTAL                                                       $ 6,768,309   $ 6,710,165
                                                            ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable under lines of credit
     from related party                                     $   935,000   $   835,000
   Note payable under line of credit                            175,000       422,420
   Accounts payable - trade                                     139,099       201,639
   Income taxes payable                                          10,000        24,454
   Accrued liabilities                                           35,338        44,750
   Advance deposits                                             225,939       139,012
                                                            -----------   -----------
        Total current liabilities                             1,520,376     1,667,275
DEFERRED INCOME TAXES                                           156,076       156,076
                                                            -----------   -----------
        Total liabilities                                     1,676,452     1,823,351
                                                            -----------   -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    Preferred stock, $5 par value -
      authorized 100,000 shares: none issued
    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                                         4,507,209     4,302,166
                                                            -----------   -----------
                                                              5,170,819     4,965,776
    Less common stock in treasury -
      at cost, 23,966 shares                                    (78,962)      (78,962)
                                                            -----------   -----------
        Shareholders' equity - net                            5,091,857     4,886,814
                                                            -----------   -----------
TOTAL                                                       $ 6,768,309   $ 6,710,165
                                                            ===========   ===========
</TABLE>
See notes to unaudited condensed consolidated financial statements

                                  Page 2 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                Three months ended      Nine months ended
                                                    December 31,            December 31,
                                             -----------------------   ----------------------
                                                2001         2000         2001        2000
                                             ----------   ----------   ----------  ----------
<S>                                          <C>          <C>          <C>         <C>
REVENUES:
 Sales of merchandise                        $  101,155   $  110,200   $1,388,399  $1,397,080
 Room, cabin and trailer space rentals           46,138       42,829    1,346,178   1,247,096
 Other rentals and income                       148,580      338,029      335,536     520,237
 Interest                                           442          971        4,157       7,917
                                             ----------   ----------   ----------  ----------
    Total revenues                              296,315      492,029    3,074,270   3,172,330
                                             ----------   ----------   ----------  ----------
COSTS AND EXPENSES:
 Cost of merchandise                             56,479       59,625      800,808     819,181
 Operating                                      359,214      390,075    1,483,389   1,437,290
 General and administrative                      33,329       29,278       81,767      87,196
 General and administrative - related party      42,598       60,379      110,098     131,042
 Net loss on asset disposals                                     523          662       4,693
 Depreciation and amortization                   94,881       82,326      272,516     251,018
 Interest                                         1,586        7,240        9,593       7,240
 Interest - related party                        10,027       12,289       27,090      58,999
                                             ----------   ----------   ----------  ----------
    Total costs and expenses                    598,114      641,735    2,785,923   2,796,659
                                             ----------   ----------   ----------  ----------
Income (loss) before income taxes              (301,799)    (149,706)     288,347     375,671

Provision (benefit) for income taxes           (109,000)     (47,000)      83,304     127,000
                                             ----------   ----------   ----------  ----------
NET INCOME (LOSS)                            ($ 192,799)  ($ 102,706)  $  205,043  $  248,671
                                             ==========   ==========   ==========  ==========
NET INCOME (LOSS) PER COMMON SHARE           $    (0.28)  $    (0.15)  $     0.30  $     0.36
                                             ==========   ==========   ==========  ==========
</TABLE>
See notes to unaudited condensed consolidated financial statements

                                  Page 3 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                              Nine months ended
                                                                 December 31,
                                                             ---------------------
                                                                2001        2000
                                                             ---------   ---------
<S>                                                          <C>         <C>
OPERATING ACTIVITIES:
  Net income                                                 $ 205,043   $ 248,671
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation and amortization                            272,516     251,018
      Net loss on asset disposals                                  662       4,693
  Changes in assets and liabilities:
      Accounts receivable                                      (29,968)    127,094
      Merchandise inventories                                  (58,455)    (68,220)
      Prepaid expenses and other                               (11,609)     (6,706)
      Accounts payable - trade                                 (62,540)     57,998
      Accounts payable - related party                                      (6,706)
      Income taxes payable                                     (14,454)    (22,500)
      Accrued liabilities                                       (9,412)    (10,945)
      Advance deposits                                          86,927     140,982
      Deferred income taxes                                                 (8,000)
                                                             ---------   ---------
          Net cash provided by operating activities            378,710     643,522
                                                             =========   =========
INVESTING ACTIVITIES:
      Purchases of property and equipment                     (315,471)   (817,820)
      Proceeds from sale of property and equipment               2,750      34,500
                                                             ---------   ---------
        Net cash used in investing activities                 (312,721)   (783,320)
                                                             ---------   ---------
FINANCING ACTIVITIES:
      Loan proceeds from related party                         100,000
      Loan payments to related party                                      (425,000)
      Loan proceeds from bank                                              425,004
      Loan payments to bank                                   (247,420)
                                                             ---------   ---------
        Net cash (used in) provided by financing activities   (147,420)          4
                                                             ---------   ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                      (81,431)   (139,794)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 174,991     306,354
                                                             ---------   ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                     $  93,560   $ 166,560
                                                             =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest                         $  63,349   $ 101,665
                                                             =========   =========
            - Cash paid for income taxes                     $  95,000   $  97,500
                                                             =========   =========
</TABLE>
See notes to unaudited condensed consolidated financial statements

                                  Page 4 of 13
<PAGE>
                        INTERNATIONAL LEISURE HOSTS, LTD.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          For the Nine Month Periods Ended December 31, 2001 and 2000

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America 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 accounting principles generally accepted in
the United States of America 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 nine months ended December 31, 2001 are not
necessarily indicative of the results that may be expected for the year ending
March 31, 2002. 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, 2001.

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 Resort, 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 - The Company prepares its financial statements
in accordance with accounting principles generally accepted in the United States
of America. A summary of significant accounting policies is as follows:

a.    Basis of Consolidation - The consolidated financial statements include the
      accounts of the Company and its subsidiary after elimination of all
      significant intercompany transactions and accounts.

b.    Cash Equivalents - Cash and cash equivalents represent cash in banks,
      money market funds, and certificates of deposit with initial maturities of
      three months or less.

c.    Merchandise inventories are stated at the lower of aggregate cost
      (first-in, first-out basis) or market.

d.    Property and equipment are stated at cost. Depreciation is computed by
      straight-line and accelerated methods over the estimated useful lives,
      which range from 5 to 40 years. 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.

      The Company reviews the carrying values of its long-lived assets and
      identifiable intangibles for

                                  Page 5 of 13
<PAGE>
      possible impairment whenever events or changes in circumstances indicate
      that the carrying amount of assets to be held and used may not be
      recoverable. For assets to be disposed of, the Company reports long-lived
      assets and certain identifiable intangibles at the lower of carrying
      amount or fair value less cost to sell.

e.    Income taxes - Deferred income taxes have been provided for the temporary
      differences between financial statement and income tax reporting on
      certain transactions.

f.    Use of Estimates - The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America 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.

g.    Net Income per Common Share - Basic 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 694,407 and 694,457 for the nine month periods ended
      December 31, 2001 and 2000, respectively. Basic and diluted income per
      share is the same for all periods presented.

h.    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, and accrued expenses approximate fair values due to the
      short-term maturities or market rates of interest.

i.    New Accounting Pronouncement - The Financial Accounting Standards Board
      ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
      133, Accounting for Derivative Instruments and Hedging Activities. The
      effective date of SFAS No. 133 is fiscal years beginning after June 15,
      2000. SFAS No. 133 establishes accounting and reporting standards for
      derivative instruments, including certain derivatives embedded in other
      contracts, and for hedging activities. It requires that entities record
      all derivatives as either assets or liabilities, measured at fair value.
      There was no impact to the financial statements from implementing SFAS No.
      133.

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, 2002, the Company is required to move its existing 54-unit
riverside motel from its current location to the high ground above the Snake
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

                                  Page 6 of 13
<PAGE>
building additional employee support facilities, which began in summer 1998,
with expected completion in summer 2002. The remaining cost of this relocation
is estimated to be between $125,000 and $275,000 depending on the extent of
additional improvements required by the NPS.

The extensive capital investments which were required by the Company's current
Contract, were made based on the Park providing road access in the winter and
full winter services (i.e. snowmobile rentals) for the duration of the Contract.
These services are necessary to allow the Company to recover its substantial
investment and provide a reasonable opportunity to realize a profit consistent
with the Contract and applicable law. The Company relied on the Park's
representations to expend in excess of six million dollars in facilities
improvements. Precluding the Company from offering its full spectrum of winter
activities would materially and fundamentally alter key contract features and
substantially interfere with the Company's ability to recover its investments or
realize planned profit.

The Contract fee to the NPS is calculated at 2 percent of gross receipts (as
defined), subject to review and possible adjustment every five years. For the
nine months ended December 31, 2001 and 2000, this fee amounted to $57,269, and
$60,871, respectively, which has been recorded as operating expense.

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 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 required the NPS to prepare an environmental impact
statement ("EIS") during which time period the Parks continued activities under
the then existing winter visitor-use plan.

Upon completion of the EIS, the NPS prepared a draft winter-use plan with
several alternatives. The NPS has adopted the draft winter-use plan which
eliminates snowmobiling from the Park with a phase-in period of three years
during which time the winter snowmobiling operation may be continued.

Per the settlement of a lawsuit that was filed by snowmobile manufacturers and
various other organizations to overturn the NPS's decision the NPS has agreed to
reopen its decision-making process regarding the use of snowmobiles in
Yellowstone and surrounding Parks. Under the settlement, the Park Service has
committed to reexamine its closure in light of new, environmentally friendly
snowmobile technology and other information provided by the public. While the
Company is optimistic regarding this settlement, until such time as there is a
change in the current winter-use plan, the winter snowmobiling operation will
discontinue operations after the 2001-2002 winter season. This will have a

                                  Page 7 of 13
<PAGE>
significant negative impact on the revenues and financial results of the
Company. During fiscal 2001, winter operations accounted for approximately 35
percent of total revenues.

Proprietary rights to certain facility improvements constructed by the Company
(including the new lodge and new cabin units) have been granted to the Company
under the terms of the Contract; however, the NPS may terminate the Contract and
purchase the Company's improvements, upon a determination that the public
interest requires Federal Government ownership of the improvements. In such
event, the Federal Government is required to pay a price for said improvements
equal to the cost of reconstruction less depreciation. If, however the Contract
is terminated by the Federal Government for default by the Company for
unsatisfactory performance as defined in the Contract, then the Federal
Government is required to pay a price equal to the tax basis of the
improvements. At the end of the Contract, if the Company is not the successful
bidder on a new contract for the property, then the Federal Government is
required to purchase from the Company the improvements (including the new lodge
and new cabin units) made to the property at a price equal to the cost of
reconstruction less depreciation.

The Department of Labor ("DOL") has notified the Company, on behalf of current
and past employees, that additional overtime is due for the period beginning
November 1, 1997. Currently the Company pays overtime for any hours in excess of
48 during a one week period. The Company, as well as other Park concessioners in
the area, have operated under an exemption that exists in the Fair Labor
Standards Act. The DOL has claimed that this exemption does not apply due to
conflicting language in the Contract Work Hours Safety Standard Act which
requires overtime to be paid to laborers and mechanics working on a government
contract after 40 hours worked during a week. If the DOL prevails, the estimate
of the additional expense to the Company ranges from $40,000 to $60,000. While
there is no guarantee, the Company believes it will not be subject to the
additional overtime payments and, therefore, no amounts have been accrued for
this contingency in the accompanying financial statements.

3.       TRANSACTIONS WITH RELATED PARTIES

General and administrative - related party expenses for the nine months ended
December 31, 2001 and 2000 represent management fees and administrative expenses
paid to related parties and totaled approximately $110,000, and $131,000,
respectively. Related parties during the nine months ended December 31, 2001,
and 2000 are owned by the Company's current majority owner, Robert Walker, or
family members and also include a company owned by the Company's current
President, Michael P. Perikly.

Interest incurred on related party debt (see note 4) for the nine months ended
December 31, 2001 and 2000 was approximately $27,000 and $59,000, respectively.

4.       NOTES PAYABLE UNDER LINES OF CREDIT

During October 2001, the Company renewed a line of credit agreement
("Agreement") with an affiliated company, which provides for collateralized
borrowings of up to $1,500,000 at an interest rate of prime plus .875 percent.
The Agreement was renewed until September 30, 2002. Borrowings under this
Agreement are collateralized by the assets and improvements of Flagg Ranch. The
Company has borrowed $585,000 on this line of credit as of December 31, 2001.
The terms of the Agreement contain,

                                  Page 8 of 13
<PAGE>
among other provisions, requirements for maintaining minimum cash flows (as
defined in the Agreement) and places limitations on the Company's ability to
make loans. As of December 31, 2001, the Company was not in compliance with the
minimum cash flow requirement.

On September 12, 2001 the Company renewed a line of credit agreement with
Jackson State Bank ("JSB Agreement"), which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent. The
Agreement was renewed until September 12, 2002. Borrowings under the JSB
Agreement are collateralized by the assets and improvements of Flagg Ranch. The
Company has borrowed $175,000 on the JSB Agreement as of December 31, 2001.

During October 2001, the Company renewed an Agreement with an affiliated
company, which provides for collateralized borrowings of up to $500,000 at an
interest rate of prime plus .875 percent. The Agreement was renewed until
September 30, 2002. Borrowings under the Agreement are collateralized by the
assets and improvements of Flagg Ranch. The Company has borrowed $350,000 on
this line of credit as of December 31, 2001. The terms of the Agreement contain,
among other provisions, requirements for maintaining minimum cash flows (as
defined in the Agreement) and place limitations on the Company's ability to make
loans. As of December 31, 2001, the Company was not in compliance with the
minimum cash flow requirement.

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 nine months ended December 31, 2001 was
$205,000 ($.30 per share). This compares to net income of $249,000 ($.36 per
share) for the nine months ended December 31, 2000. The $44,000 decrease in
income is primarily due to lower revenues during the third quarter of the
current year versus the prior year. During the third quarter of the prior year
the Company received an insurance payment to cover the losses resulting from the
closure of the resort for an extended period due to the forest fires in the
immediate area. Changes in the Company's revenues and expenses for the nine
month periods ended December 31, 2001 and 2000 are summarized below. All
references to years, represent the nine month period ending December 31 of the
stated year.

Flagg Ranch, the principal business of the Company, is operated as a seasonal
resort. The two seasons coincide with the opening and closing dates of
Yellowstone and Grand Teton National Parks. The summer season runs from
approximately May 24 through October 8 and the winter season runs from the
middle of December through early March.

                                  Page 9 of 13
<PAGE>
Revenues

Total revenues for 2001 decreased by $98,000 or 3% from 2000. Of this decrease,
$10,000 was from grocery store sales, $18,000 in gasoline sales, $46,000 in
float trip revenue, $13,000 in snowmobile/snowcoach rentals, and $146,000 in
other revenue. Increase of $84,000 in cabin rentals, $15,000 from RV park
rentals, $15,000 from trail ride revenue, $6,000 in food services, $13,000 in
gift shop sales, and $2,000 in fishing trip income offset the above decreases.

Total revenues for the three months ended December 31, 2001 decreased by
$196,000 or 40% from 2000. Of this decrease, $4,000 was from food services,
$$2,000 from grocery store sales, $10,000 in gasoline sales, $13,000 in
snowmobile/snowcoach rentals, and $176,000 in other revenue (during the same
quarter in the prior year the company received an insurance payment which was
included in other revenue). Offsetting these decreases were increases of $2,000
in cabin rentals, $1,000 in RV park rentals, and $7,000 in gift shop sales.

Expenses

The ratio of cost of merchandise sold to sales of merchandise was 58% and 59%,
respectively, in 2001 and 2000. The ratio of operating expenses to total revenue
increased to 48% in 2001 from 45% in 2000. Operating expenses increased by
$46,000 in 2001 as compared to 2000. Of this increase, $102,000 was from labor,
$40,000 in repairs and maintenance, $41,000 in advertising, $3,000 in telephone
costs, $28,000 in insurance, $3,000 in snowmobile parts, and $1,000 in other
costs. Offsetting these increases were decreases of $9,000 in utilities,
$103,000 in operating supplies, $8,000 in office supplies, $14,000 in outside
services, $4,000 in company vehicle and travel, $2,000 in printing, $5,000 in
credit card fees, $6,000 in property taxes, $12,000 in postage and freight,
$2,000 in licenses and fees, $4,000 in franchise fees and $3,000 in other items.
General and administrative expenses decreased $15,000 or 18% in 2001 as compared
to 2000. General and administrative expenses - related party decreased by
$11,000 or 8% in 2001 as compared to 2000.

Inflation

The Company expects that it will be able to offset increases in costs and
expenses, principally labor, caused by inflation, by increasing prices on its
services with minimal effect on operations.

Liquidity and Capital Resources

Working capital increased to a negative $1,196,000 at December 31, 2001 from a
negative $1,360,000 at March 31, 2001. Current assets increased by $17,000
primarily due to increases in accounts receivable and merchandise inventories,
offset by decreases in cash. Current liabilities decreased by $147,000 due to a
decrease in notes payable under lines of credit, trade accounts payable, income
taxes payable and accrued liabilities, offset by an increase in advance
deposits.

Further, during fiscal 2001, the Company incurred costs of approximately
$130,000 related to certain construction projects. The Company may incur
additional costs of between $125,000 and $275,000

                                 Page 10 of 13
<PAGE>
prior to December 31, 2002 to complete the relocation of 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. Cash generated from operations for the nine
months ended December 31, 2001 and 2000 was $379,000 and $644,000, 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.

During October 2001, the Company renewed a line of credit agreement
("Agreement") with an affiliated company, which provides for collateralized
borrowings of up to $1,500,000 at an interest rate of prime plus .875 percent.
The Agreement was renewed until September 30, 2002. Borrowings under this
Agreement are collateralized by the assets and improvements of Flagg Ranch. The
Company has borrowed $585,000 on this line of credit as of December 31, 2001.
The terms of the Agreement contain, among other provisions, requirements for
maintaining minimum cash flows (as defined in the Agreement) and places
limitations on the Company's ability to make loans. As of December 31, 2001, the
Company was not in compliance with the minimum cash flow requirement.

On September 12, 2001 the Company renewed a line of credit agreement with
Jackson State Bank ("JSB Agreement"), which provides for collateralized
borrowings of up to $500,000 at an interest rate of prime plus .875 percent. The
Agreement was renewed until September 12, 2002. Borrowings under the JSB
Agreement are collateralized by the assets and improvements of Flagg Ranch. The
Company has borrowed $175,000 on the JSB Agreement as of December 31, 2001.

During October 2001, the Company renewed an Agreement with an affiliated
company, which provides for collateralized borrowings of up to $500,000 at an
interest rate of prime plus .875 percent. The Agreement was renewed until
September 30, 2002. Borrowings under the Agreement are collateralized by the
assets and improvements of Flagg Ranch. The Company has borrowed $350,000 on
this line of credit as of December 31, 2001. The terms of the Agreement contain,
among other provisions, requirements for maintaining minimum cash flows (as
defined in the Agreement) and place limitations on the Company's ability to make
loans. As of December 31, 2001, the Company was not in compliance with the
minimum cash flow requirement.

                      PART II - OTHER INFORMATION

ITEM I.

            Legal Proceedings

            The Department of Labor ("DOL") has notified the Company, on behalf
            of current and past employees, that additional overtime is due for
            the period beginning November 1, 1997. Currently the Company pays
            overtime for any hours in excess of 48 during a one- week period.
            The Company, as well as other Park concessioners in the area, have
            operated under an exemption that exists in the Fair Labor Standards
            Act. The DOL has claimed that this exemption does not apply due to
            conflicting language in the Contract Work Hours Safety Standard Act
            which requires overtime to be paid to laborers and mechanics working
            on a government contract after 40 hours worked during a week. If the

                                 Page 11 of 13
<PAGE>
            DOL prevails, the estimate of the additional expense to the Company
            ranges from $40,000 to $60,000. While there is no guarantee, the
            Company believes it will not be subject to the additional overtime
            payments.

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

      Condensed Consolidated Balance Sheets - December 31, 2001
      (Unaudited) and March 31, 2001                                         2

      Condensed Consolidated Statements of Operations - Three and Nine
      months ended December 31, 2001 and 2000 (Unaudited)                    3

      Condensed Consolidated Statements of Cash Flows- Nine months
      ended December 31, 2001 and 2000 (Unaudited)                           4

      Notes to Unaudited Condensed Consolidated Financial Statements         5

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

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed by the undersigned, thereunto duly authorized.

                            Page 12 of 13
<PAGE>
                   INTERNATIONAL LEISURE HOSTS, LTD.
                             (REGISTRANT)

                                       ROBERT L. WALKER
                                   ----------------------------------------
DATE:     February 08, 2002        BY: ROBERT L. WALKER
                                       Robert L. Walker
                                       Chairman and Chief Executive Officer


                                       MICHAEL P. PERIKLY
                                   ----------------------------------------
DATE:     February 08, 2002        BY: MICHAEL P. PERIKLY
                                       Michael P. Perikly
                                       President and Principal Financial Officer

                            Page 13 of 13