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, 2003
                                               -----------------

                           Commission File No. 0-3858
                                           ----------

                        INTERNATIONAL LEISURE HOSTS, LTD.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



              Wyoming                                      86-0224163
---------------------------------              ---------------------------------
 (State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)


3207 S. Hardy Drive
---------------------------------
Tempe, AZ                                                    85282
---------------------------------              ---------------------------------
(Address of principal executive                            (Zip Code)
office)

Issuer's telephone number, including area code (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, 2003.



                                  Page 1 of 21

<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION
 ITEM 1 - Summarized Financial Information

                        INTERNATIONAL LEISURE HOSTS, LTD.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)




                                                                                          December         March
                                                                                          31, 2003       31, 2003
                                                                                        -----------    -----------
<S>                                                                                     <C>            <C>
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                                           $    39,866    $    73,263
    Accounts receivable                                                                      15,663         29,878
    Income tax refund receivable                                                                            36,090
    Deferred tax asset                                                                        9,308         44,035
    Merchandise inventories                                                                  84,269         72,230
    Prepaid expenses and other                                                               39,440         27,059
                                                                                        -----------    -----------
        Total current assets                                                                188,546        282,555
                                                                                        -----------    -----------

PROPERTY AND EQUIPMENT:
    Buildings and improvements                                                            7,525,591      7,525,591
    Equipment                                                                             1,353,665      1,668,896
    Leasehold improvements                                                                  325,600        325,600
                                                                                        -----------    -----------
        Total property and equipment                                                      9,204,856      9,520,087
    Less accumulated depreciation and amortization                                        3,194,685      3,245,804
                                                                                        -----------    -----------
        Property and equipment - net                                                      6,010,171      6,274,283
                                                                                        -----------    -----------
TOTAL                                                                                   $ 6,198,717    $ 6,556,838
                                                                                        ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Notes payable under line of credit from related party                                $   500,000    $   585,000
   Note payable under line of credit                                                                       500,000
   Accounts payable:
     Trade                                                                                   71,775         49,326
     Related party                                                                           62,238         22,123
   Accrued liabilities                                                                       71,966         42,318
   Advance deposits                                                                         106,920        114,014
                                                                                        -----------    -----------
        Total current liabilities                                                           812,899      1,312,781
DEFERRED INCOME TAXES                                                                       150,184        150,184
                                                                                        -----------    -----------
        Total liabilities                                                                   963,083      1,462,965
                                                                                        -----------    -----------

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                                                                     4,650,986      4,509,225
                                                                                        -----------    -----------
                                                                                          5,314,596      5,172,835
    Less common stock in treasury - at cost, 23,966 shares                                  (78,962)       (78,962)
                                                                                        -----------    -----------
        Shareholders' equity - net                                                        5,235,634      5,093,873
                                                                                        -----------    -----------
TOTAL                                                                                   $ 6,198,717    $ 6,556,838
                                                                                        ===========    ===========
</TABLE>

See notes to condensed consolidated financial statements


                                  Page 2 of 21
<PAGE>
<TABLE>
<CAPTION>

                        INTERNATIONAL LEISURE HOSTS, LTD.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                   Three months ended            Nine months ended
                                                      December 31,                  December 31,
                                              --------------------------------------------------------
                                                  2003           2002           2003           2002
                                                  ----           ----           ----           ----
<S>                                           <C>            <C>            <C>            <C>
REVENUES:
 Sales of merchandise                         $    22,094    $    67,860    $ 1,307,389    $ 1,368,388
 Room, cabin and trailer space rentals                            27,356      1,545,513      1,491,531
 Other rentals and income                          10,770        133,817        141,825        280,880
 Net gain (loss) on asset disposals                37,124                        78,565        (28,490)
 Interest                                             214            774            813          2,904
                                              -----------    -----------    -----------    -----------
    Total revenues                                 70,202        229,807      3,074,105      3,115,213
                                              -----------    -----------    -----------    -----------

COSTS AND EXPENSES:
 Cost of merchandise                               12,742         86,298        791,223        873,217
 Operating                                        168,401        305,190      1,364,182      1,433,607
 General and administrative                        51,047         19,449        138,655         74,419
 General and administrative - related party        74,257         76,704        321,725        222,852
 Depreciation and amortization                     67,083         86,139        213,707        248,933
 Interest                                           1,177          6,740         11,695         11,980
 Interest - related party                           7,089          8,069         22,929         29,285
                                              -----------    -----------    -----------    -----------
    Total costs and expenses                      381,796        588,589      2,864,116      2,894,293
                                              -----------    -----------    -----------    -----------

(Loss) income before income taxes                (311,594)      (358,782)       209,989        220,920

(Benefit) provision for income taxes              (99,045)      (125,000)        68,227         75,000
                                              -----------    -----------    -----------    -----------

NET (LOSS) INCOME                             ($  212,549)   ($  233,782)   $   141,762    $   145,920
                                              ===========    ===========    ===========    ===========
NET (LOSS) INCOME
    PER COMMON SHARE:
       Basic                                  $     (0.31)   $     (0.34)   $      0.20    $      0.21
                                              ===========    ===========    ===========    ===========
       Diluted                                $     (0.31)   $     (0.34)   $      0.20    $      0.21
                                              ===========    ===========    ===========    ===========

</TABLE>

See notes to unaudited condensed consolidated financial statements


                                  Page 3 of 21
<PAGE>
<TABLE>
<CAPTION>

                        INTERNATIONAL LEISURE HOSTS, LTD.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                           Nine months ended December 31,
                                                           ------------------------------
                                                                 2003         2002
                                                                 ----         ----
<S>                                                           <C>          <C>
OPERATING ACTIVITIES:
  Net income                                                  $ 141,762    $ 145,920
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                             213,707      248,933
      Net (gain) loss on asset disposals                        (78,565)      28,490
      Deferred income tax benefit                                34,727
  Changes in assets and liabilities:
      Accounts receivable                                        14,215        4,665
      Income tax refund receivable                               36,090
      Merchandise inventories                                   (12,039)     (43,924)
      Prepaid expenses and other                                (12,381)     (29,543)
      Accounts payable - trade                                   22,449       86,506
      Accounts payable - related party                           40,115       (5,000)
      Income taxes payable                                       63,228
      Accrued liabilities                                       (33,580)     (11,543)
      Advance deposits                                           (7,094)      87,397
                                                              ---------    ---------
          Net cash provided by operating activities             422,634      511,901
                                                              ---------    ---------

INVESTING ACTIVITIES:
      Purchases of property and equipment                       (28,181)    (432,269)
      Proceeds from sale of property and equipment              157,150       49,617
                                                              ---------    ---------
        Net cash provided by (used in) investing activities     128,969     (382,652)
                                                              ---------    ---------

FINANCING ACTIVITIES:
      Loan (payments to) proceeds from bank                    (500,000)     325,000
      Loan payments to related party                            (85,000)    (350,000)
                                                              ---------    ---------
        Net cash used in financing activities                  (585,000)     (25,000)
                                                              ---------    ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS            (33,397)     104,249

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                     73,263       49,664
                                                              ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $  39,866    $ 153,913
                                                              =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION - Cash paid for interest                          $  34,624    $  50,424
                                                              =========    =========
                          - Cash paid for income tax          $       0    $  90,000
                                                              =========    =========

</TABLE>

See notes to unaudited condensed consolidated financial statements


                                  Page 4 of 21
<PAGE>

                       INTERNATIONAL LEISURE HOSTS, LTD.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          For the Nine Month Periods Ended December 31, 2003 and 2002
                                  (UNAUDITED)

The accompanying  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,  2003  are not  necessarily
indicative  of the results  that may be expected  for the year ending  March 31,
2004. 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, 2003.

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 ("Flagg  Ranch"),  a
full-service  resort motel and trailer  park located in the John D.  Rockefeller
Jr.  Memorial  Parkway,  approximately  four miles north of Grand Teton National
Park and two miles south of the southern entrance to Yellowstone National Park.

Significant  Accounting Policies - 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.       Revenue  Recognition - The Company  recognizes  lodging  revenue at the
         completion  of a room  night and for  other  ancillary  revenue  as the
         services are provided.

c.       Cash and 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.

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

e.       Property and equipment are stated at cost.  Depreciation is computed by
         the straight-line  method 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.



                                  Page 5 of 21

<PAGE>



         The Company  reviews the carrying  value of its  long-lived  assets for
         possible   impairment  whenever  events  or  changes  in  circumstances
         indicate that the carrying amounts may not be recoverable in accordance
         with the  provisions  of  Statement of  Financial  Accounting  Standard
         ("SFAS")  No.  144,  "Accounting  for the  Impairment  or  Disposal  of
         Long-Lived  Assets."  Impairment  losses,  if any,  are  recorded  as a
         component of earnings from operations.

f.       Income taxes - Income taxes are accounted  for under the  provisions of
         SFAS  No.  109,  "Accounting  for  Income  Taxes."  SFAS  109  requires
         recognition  of deferred tax assets and  liabilities  for the estimated
         future tax consequences of events  attributable to differences  between
         the  financial  statement  carrying  amounts  of  existing  assets  and
         liabilities  and their  respective tax bases and operating loss and tax
         credit carryforwards.  Deferred tax assets and liabilities are measured
         using enacted tax rates in effect for the year in which the differences
         are expected to be  recovered  or settled.  Net deferred tax assets are
         reduced through the establishment of a valuation allowance at such time
         as, based upon available evidence,  it is more likely than not that the
         deferred tax assets will not be  realized.  The Company  believes  that
         there is sufficient  positive evidence to support the conclusion not to
         record a valuation allowance.

g.       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.

h.       Accounting for stock options - At the Company's  Annual Meeting held on
         January 21, 2003, the Company's  Shareholders  ratified and adopted the
         2002  Stock  Option  Plan.  The  2002  Stock  Option  Plan  allows  the
         Compensation Committee of the Board of Directors to grant stock options
         to officers,  directors and  employees of the Company.  The Company has
         100,000  stock options  available  for issuance.  For the quarter ended
         December  31,  2003,  the Company has issued  stock  options for 82,000
         shares under the 2002 Stock Option Plan at an option price of $5.50 per
         share,  which is greater  than the fair market  value of the  Company's
         common  stock on the date of  grant.  The  Company  accounts  for stock
         option  grants to  employees  under  the  recognition  and  measurement
         provisions of Accounting  Principles Board Opinion No. 25,  "Accounting
         for Stock  Issued  to  Employees",  and  related  Interpretations.  The
         Company  has adopted the  disclosure-only  provisions  of SFAS No. 123,
         "Accounting for Stock-Based Compensation",  as amended by SFAS No. 148,
         "Accounting for Stock-Based  Compensation-Transition  and  Disclosure".
         Accordingly,  no compensation  cost has been recognized for these stock
         option grants.  Awards under the plan vest  immediately.  The following
         table  illustrates  the effect on net income and  earnings per share if
         the fair value based method had been applied to all outstanding  awards
         in each period presented, using the Black-Scholes valuation model:






                                  Page 6 of 21
<PAGE>
<TABLE>
<CAPTION>


                                                     Three months ended        Nine months ended
                                                         December 31,              December 31,
                                                  -----------------------------------------------
                                                     2003         2002         2003        2002
                                                     ----         ----         ----        ----
<S>                                               <C>          <C>          <C>         <C>
Net (loss) income as reported                     ($212,549)   ($233,782)   $ 141,762   $ 145,920
Deduct: Total stock-based employee compensation     133,189                   133,189
                                                  ---------    ---------    ---------   ---------
Pro forma net (loss) income                        (345,738)    (233,782)       8,573     145,920
                                                  =========    =========    =========   =========
Net (loss) income per share-basic as reported     $   (0.31)   $   (0.34)   $    0.20   $    0.21
Pro forma net (loss) income per share-basic       $   (0.50)   $   (0.34)   $    0.01   $    0.21

</TABLE>

i.       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 for both 2003 and 2002.  Diluted net income per
         share reflects  potential  dilution that could occur from common shares
         issuable   through  stock  options,   warrants  or  other   convertible
         securities.  Options to purchase 82,000 shares of common stock at $5.50
         per share were  outstanding  during the quarter ended December 31, 2003
         but were not  included  in the  computation  of diluted EPS because the
         options'  exercise  price was greater than the average  market price of
         the common shares and would be anti-dilutive.

j.       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.

k.       New  Accounting  Pronouncements  - In  November  2002,  the FASB issued
         Interpretation No. 45 (FIN 45), "Guarantor's  Accounting and Disclosure
         Requirements   for  Guarantees,   Including   Indirect   Guarantees  of
         Indebtedness of Others." This Interpretation  addresses the disclosures
         to  be  made  by a  guarantor  in  its  financial  statements  and  its
         obligations under  guarantees.  The  Interpretation  also clarifies the
         requirements related to the recognition of a liability by the guarantor
         at the  inception of a guarantee.  Initial  recognition  of a liability
         shall be applied only on a prospective  basis to  guarantees  issued or
         modified after December 31, 2002.  This  interpretation  did not have a
         material impact on the Company.

         In  December  2002,  the FASB  issued  SFAS No.  148,  "Accounting  for
         Stock-Based  Compensation-- Transition and Disclosure".  This Statement
         amends SFAS No. 123 to provide  alternative methods of transition for a
         voluntary change to the fair value method of accounting for stock-based
         employee compensation.  Specifically,  SFAS No. 148 prohibits companies
         from utilizing the  prospective  method of transition,  the only method
         offered  under the  original  SFAS No. 123, in fiscal  years  beginning
         after December 15, 2003. However,  the statement permits two additional
         transition  methods for  companies  that adopt the fair value method of
         accounting  for  stock-based  compensation,  which include the modified
         prospective and retroactive  restatement methods. Under the prospective
         method,   expense  is  recognized  for  all  employee  awards  granted,
         modified, or settled after the


                                  Page 7 of 21
<PAGE>



         beginning of the fiscal year in which the  recognition  provisions  are
         first applied. The modified  prospective method recognizes  stock-based
         employee  compensation  cost from the  beginning  of the fiscal year in
         which the provisions are first applied, as if the fair value method had
         been used to account for all  employee  awards  granted,  modified,  or
         settled in fiscal years  beginning  after December 15, 1994.  Under the
         retroactive  restatement  method, all periods presented are restated to
         reflect  stock-based  employee  compensation  cost under the fair value
         method for all employee awards granted,  modified, or settled in fiscal
         years  beginning  after December 15, 1994. In addition,  this Statement
         amends the disclosure requirements of SFAS No. 123 to require prominent
         disclosures in both annual and interim  financial  statements about the
         method of accounting  for  stock-based  employee  compensation  and the
         effect  of the  method  used on  reported  results  using a  prescribed
         specific  tabular  format and  requiring  disclosure in the "Summary of
         Significant  Accounting  Policies"  or  its  equivalent.   The  Company
         currently  has a stock  option  plan in place and  options  for  82,000
         shares  have been  granted as of  December  31,  2003.  The Company has
         adopted the new disclosure  requirements  during the current  quarterly
         period and is currently  evaluating the impact of the fair value method
         of accounting for  stock-based  employee  compensation  under all three
         methods.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity".  SFAS No.  150 is  effective  for the  Company  for  financial
         instruments  entered into or modified after May 31, 2003, and otherwise
         is effective at the  beginning of the first  interim  period  beginning
         after June 15, 2003.  SFAS No. 150 requires  that an issuer  classify a
         financial  instrument  within  its  scope  as a  liability  or in  some
         circumstances an asset that was previously  classified as equity.  This
         standard will not have any effect on the Company.

2.       STOCK OPTIONS

The fair value of the  Company's  stock-based  awards to employees was estimated
assuming no expected  dividends and the following  weighted-average  assumptions
for the quarter ended December 31:

                                                             2003
                                                             ----

         Expected life from vest date                           5
         Volatility                                         34.35%
         Risk-free interest rate                             3.39%

         The  weighted-average  estimated  fair value of stock  options  granted
         during the quarter ended December 31, 2003 was $1.62.

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, 2002,  the Company was  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 met these requirements


                                  Page 8 of 21
<PAGE>

by moving the riverside  motel and  converting it into  employee  housing,  plus
building additional employee support facilities.

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 provide a reasonable  opportunity  to realize a
profit consistent with the Contract and applicable law.

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, 2003 and 2002,  this fee amounted to $57,200 and
$60,597, 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.

On December 16, 2003,  the U.S.  District Court in  Washington,  D.C.  issued an
order  setting  aside the recent NPS winter use plan and rule that  allowed  for
limited  snowmobile  use in  Yellowstone  and Grand Teton National Parks and the
John D. Rockefeller,  Jr. Memorial Parkway. As a result of this ruling the prior
winter use plan and  regulations  of November 18, 2002 are now in effect,  which
phases out snowmobile use in the three parks.

The decision to phase out snowmobile use was signed in a November 2000 Record of
Decision (ROD), with the rule to implement that decision signed in January 2001.
The rule called for the gradual phase out of all recreational  snowmobile use by
the winter season of 2003-2004 in favor of NPS-managed mass transit snowcoaches.
The November 18, 2002 rule delayed the  implementation  of this decision for one
year  to  allow  the  NPS to  complete  the  Supplemental  Environmental  Impact
Statement and plan for the transition fo mass-transit snowcoaches.

Under the November 18, 2002 regulation,  daily snowmobile use this winter season
will be set at levels that are expected to lead to an  approximately  50 percent
reduction from historic use levels.  All snowmobiles that enter Yellowstone will
be required to be accompanied by an NPS-permitted  guide and travel in groups of
no more than eleven,  including  the guide.  Effective  the winter of 2004-2005,
snowmobile access to the three parks will be eliminated.

Based on the November  18, 2002 rule,  the NPS has informed the Company that the
Company's  allocation of snowmobile trips into Yellowstone National Park will be
severely restricted.  Before the Record of Decision,  the NPS had authorized the
Company  to rent a  maximum  of 85  guided or  unguided  snowmobiles  for use in
Yellowstone National Park. Under the new Record of Decision,  the NPS will allow
the  Company an entrance  allocation  of only 10 guided  snowmobiles  per day (9
rental machines and 1 guide machine).



                                  Page 9 of 21
<PAGE>

The Company  believes this limited  entrance  allocation this winter season will
severely impact the Company's financial viability of operation during the winter
season.  Winter  operations this year have been  significantly  scaled back. The
lodging, restaurant, gift shop and lounge will not be open this winter, and, per
the  requirement of the NPS only the grocery store and gas station will be open.
If snowmobile  access to the parks is eliminated in future winter  seasons,  the
Company will have no choice but to discontinue all winter operations.

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 the physical wear and tear on the facilities.

The Company has recently  entered into  preliminary  discussions with the NPS to
amend the terms of the Contract and  accelerate  the  expiration  date.  If this
occurs the NPS would then select an interim operator to operate the resort until
such time as a  prospectus  is  issued,  a  bidding  process  takes  place and a
permanent operator is selected.  The interim operator will be required to pay to
the Company a fee equal to its annual  depreciation  plus an amount equal to the
book value of its fixed assets times the current prime lending rate. While there
is no assurance  that the  discussions  will be  successful,  if a prospectus is
issued it is not the  Company's  intention  to enter a bid for the  operation of
Flagg Ranch. The successor  concessioner,  and/or the Federal Government will be
required to purchase from the Company the improvements made to the property at a
price equal to the cost of reconstruction less physical  depreciation as well as
the personal property at its fair value.

During the nine months ended  December 31, 2003,  the  Company's  President  was
eligible for a bonus,  based on reduction in the debt of the Company. A bonus of
$100,000 is payable  when the debt of the Company has been  reduced to $500,000.
An additional bonus of $100,000 is payable when the debt of the Company has been
eliminated.  As the Company's debt has decreased to $500,000, the first $100,000
bonus was earned in the quarter ended September 30, 2003.

4.       TRANSACTIONS WITH RELATED PARTIES

General and  administrative  - related party  expenses for the nine months ended
December 31, 2003 and 2002 represent management fees and administrative expenses
paid to related parties and totaled $322,000 and $223,000,  respectively.  These
amounts are broken out in further detail below.  Related parties during the nine
months ended December 31, 2003 and 2002 include  entities owned by the Company's
current majority owner, Robert Walker, or family members, and a company owned by
the Company's current President, Michael P. Perikly.


                                  Page 10 of 21
<PAGE>

For the nine months  ended  December 31, 2003 and 2002,  the Company  charged to
operations $129,475 and $130,602,  respectively, for management services to PNI,
Inc. and Walker  Consulting,  Inc.,  companies  owned by the Company's  majority
owner, Robert L. Walker.

For the nine months  ended  December 31, 2003 and 2002,  the Company  charged to
operations  $147,250  (including the bonus of $100,000  payable to the Company's
President)  and  $47,250,   respectively,   for   management   services  to  KCH
Enterprises,  Inc., a company owned by the Company's current President,  Michael
P. Perikly.

For the nine months  ended  December 31, 2003 and 2002,  the Company  charged to
operations  $45,000  each  period for  building  rent to RLW & BJW  Enterprises,
L.L.C.,  a company  owned by the Company's  current  majority  owner,  Robert L.
Walker.

The Company  incurred  borrowings  under line of credit  agreements with related
parties (Note 4). Interest  incurred for the nine months ended December 31, 2003
and 2002 was  $23,000  and  $36,000,  respectively.  For fiscal  year 2002,  the
Company capitalized $6,500 of interest from related party agreements.

5.       NOTES PAYABLE UNDER LINES OF CREDIT

The  Company has a line of credit  agreement  ("Agreement")  with an  affiliated
company  expiring   September  30,  2004,  which  provides  for   collateralized
borrowings  of up to  $1,500,000 at an interest rate of prime plus .875 percent.
Borrowings under the Agreement are collateralized by the assets and improvements
of Flagg Ranch.  The Company has borrowed  $500,000 on this line of credit as of
December 31, 2003. 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,
2003, the Company was not in compliance with the minimum cash flow  requirement.
Management  of the  affiliated  company has executed a waiver of  non-compliance
with the loan covenants.

The  Company  had a line of credit  agreement  with  Jackson  State  Bank  ("JSB
Agreement")  which was paid off during the quarter  ended  September  30,  2003.
Interest  incurred  for the nine  months  ended  December  31, 2003 and 2002 was
$12,000 and $15,000, respectively. For fiscal year 2002, the Company capitalized
$3,000 of interest from the bank line of credit agreement.


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

The  statements  contained in this Report  regarding  the  Company's  quality of
facilities,  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  acceptance of facilities by
consumers,  favorable  weather  conditions,  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.


                                  Page 11 of 21
<PAGE>

The  Company's  net income  for the nine  months  ended  December  31,  2003 was
$142,000  ($.20 per share).  This compares to a net income of $146,000 ($.21 per
share) for the nine months ended  December 31,  2002.  Changes in the  Company's
revenues and expenses for the nine months and quarters  ended  December 31, 2003
and 2002 are  summarized  below.  All  references  to years,  represent the nine
months ended 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 23 through  December 31 and the winter  season runs from late
December through early March.

The Company has recently  entered into  preliminary  discussions with the NPS to
amend the terms of the Contract and accelerate  the expiration  date of December
31,  2009.  If this  occurs the NPS would then  select an  interim  operator  to
operate the resort until such time as a prospectus is issued,  a bidding process
takes place and a permanent  operator is selected.  The interim operator will be
required  to pay to the Company a fee equal to its annual  depreciation  plus an
amount  equal to the book  value of its fixed  assets  times the  current  prime
lending  rate.  While  there  is no  assurance  that  the  discussions  will  be
successful, if a prospectus is issued it is not the Company's intention to enter
a bid for the operation of Flagg Ranch. The successor  concessioner,  and/or the
Federal   Government   will  be  required  to  purchase  from  the  Company  the
improvements made to the property at a price equal to the cost of reconstruction
less physical wear and tear on the facilities,  not to exceed fair market value,
as well as the personal property at its fair value.

Revenues
--------

Total  revenues  for 2003  decreased  by  $41,000  or 1.3%  from  2002.  Of this
decrease,  $53,000 was in food and beverage  sales,  $21,000 in gift shop sales,
$2,000 in trail ride revenue,  $123,000 in winter activities revenue and $21,000
in other  revenue.  Increases  of  $47,000 in cabin  rentals,  $7,000 in RV park
rentals,  $11,000 in grocery store sales,  $1,000 in gasoline sales, $1,000 from
guided  fishing trip  revenue,  $5,000 from float trip revenue and $107,000 from
gain on sale of assets, partially offset the above decreases.

Total  revenues  for the three  months  ended  December  31, 2003  decreased  by
$160,000 or 69.5% from 2002. Of this  decrease,  $28,000 was from cabin rentals,
$17,000 from food and beverage sales,  $9,000 from grocery store sales,  $17,000
from  gift  shop  sales,  $3,000  from  gasoline  sales,  $122,000  from  winter
activities  revenue and $1,000 from other  revenue.  An increase of $37,000 from
gain on sale of assets partially offset the above decreases.

The  decreases  in  revenue  (and  expenses)  for both the three and nine  month
periods ended  December 31, 2003, are mainly  attributable  to the reductions in
the number of  snowmobiles  the  Company  is  allowed to rent  during the winter
season.  Because of the  significant  reductions,  the  Company did not open the
lodging, gift shop or restaurant and lounge this winter season.

Expenses
--------

The ratio of cost of merchandise  sold to sales of merchandise  was 61% and 64%,
respectively,  for 2003 and  2002.  The  ratio of  operating  expenses  to total
revenue was 44% and 46%, respectively, in 2003 and 2002.

                                  Page 12 of 21
<PAGE>

Operating  expenses  decreased  by $69,000 in 2003 as compared to 2002.  Of this
decrease, $36,000 was in labor, $10,000 in utilities, $7,000 in office supplies,
$4,000 in repairs and maintenance,  $8,000 in snowmobile  parts/gas,  $42,000 in
advertising,  $4,000 in  telephone,  $10,000 in postage and  freight,  $4,000 in
licenses,  $2,000 in property tax and $3,000 in franchise fees. Offsetting these
decreases were increases of $11,000 in operating  supplies,  $5,000 in equipment
rental,  $20,000 in  commissions,  $5,000 in company  vehicle/travel,  $9,000 in
credit card fees,  $10,000 in insurance  and $1,000 in other items.  General and
administrative  expenses  increased $64,000 or 86.3% in 2003 as compared to 2002
primarily  as a result of legal  expenses  relating  to the winter  issue  plan.
General and  administrative  expenses - related  party  increased  by $99,000 or
44.4%  in 2003 as  compared  to 2002 as a  result  of the  bonus  earned  by the
Company's President for meeting certain debt reduction benchmarks.

Operating  expenses for the three months  ended  December 31, 2003  decreased by
$137,000  from  2002.  Of  this  decrease,  $70,000  was in  labor,  $15,000  in
utilities,  $9,000 in operating supplies,  $2,000 in office supplies,  $4,000 in
repairs  and   maintenance,   $11,000  in  snowmobile   parts/gas,   $28,000  in
advertising,  $1,000 in  postage  and  freight,  $5,000 in  licenses,  $5,000 in
insurance, $1,000 in property tax and $4,000 in franchise fees. Offsetting these
decreases  were  increases of $4,000 in equipment  rental,  $3,000 in telephone,
$1,000 in  commissions,  $4,000 in company  vehicle/travel  and $6,000 in credit
card fees.  General and  administrative  expenses increased $32,000 or 162.5% in
2003 as  compared to 2002 as a result of legal  expenses  relating to the winter
use plan.  General and  administrative  expenses - related  party  decreased  by
$2,000 or 3.2% in 2003 as compared to 2002.

Inflation
---------

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

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

Working  capital  deficit  decreased  to  $624,000  at  December  31,  2003 from
$1,030,000 at March 31, 2003.  Current assets decreased by $94,000 primarily due
to  decreases in cash,  accounts  receivable  and  deferred  income tax benefit.
Current  liabilities  decreased by $499,000  primarily due to a decrease in note
payable under line of credit.

The  Company has a line of credit  agreement  ("Agreement")  with an  affiliated
company  expiring   September  30,  2004,  which  provides  for   collateralized
borrowings  of up to  $1,500,000 at an interest rate of prime plus .875 percent.
Borrowings under the Agreement are collateralized by the assets and improvements
of Flagg Ranch.  The Company has borrowed  $500,000 on this line of credit as of
December 31, 2003. 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,
2003, the Company was not in compliance with the minimum cash flow  requirement.
Management  of the  affiliated  company has executed a waiver of  non-compliance
with the loan covenants.

Critical Accounting Policies and Estimates
------------------------------------------

Our discussion and analysis of our financial condition and results of operations
are based upon our financial

                                  Page 13 of 21
<PAGE>

statements,  which have been prepared in accordance with  accounting  principles
generally accepted in the United States of America (GAAP). During preparation of
these  financial  statements,  we are required to make  estimates and judgements
that affect the reported  amounts of assets,  liabilities  revenue and expenses,
and related  disclosure of  contingent  assets and  liabilities.  On an on-going
basis, we evaluate our estimates,  including those related to inventories, fixed
assets,  income taxes,  contingencies  and litigation.  We base our estimates on
historical  experience  and on various  other  assumptions  that we believe  are
reasonable  under the  circumstances.  The  results  form the  basis for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

We believe the following are our critical accounting policies:

We recognize sales when evidence of a sale exists;  that is, for lodging revenue
at the end of each day; for other retail sales,  when the actual sale occurs and
possession of the product is transferred to the customer.

Property and equipment are recorded at cost.  Expenditures  for major  additions
and  improvements  are  capitalized,  and minor  replacements,  maintenance  and
repairs are charged to expense as incurred.  Depreciation  is provided  over the
estimated useful lives of the related assets using the straight-line  method for
financial  statement  purposes.  The  Company  uses other  depreciation  methods
(generally  accelerated)  for tax purposes  where  appropriate.  The Company has
written  down its winter use assets to their fair value at March 31,  2003.  The
Company has not made any  adjustments to the value of its facilities  under SFAS
No. 144 as the NPS contract allows it to recover the value of its facilities and
facility improvements at the end of the contract period.

We write down our inventory for estimated obsolescence or unmarketable inventory
equal to the difference  between the cost of inventory and the estimated  market
value based upon  assumptions  about  future  demand and market  conditions.  If
actual  market  conditions  are  less  favorable  than  those  projected  by us,
additional inventory write-downs may be required.

We  estimate  our  actual  current  tax  exposure  together  with the  temporary
differences that have resulted from the differing treatment of items dictated by
GAAP versus U.S. tax laws.  These temporary  differences  result in deferred tax
assets and liabilities.

ITEM 3.  Controls and Procedures

Under the supervision and with the  participation  of management,  including the
Chief Executive  Officer and Chief Financial  Officer,  the effectiveness of the
design and operation of disclosure controls and procedures has been evaluated as
of December 31, 2003, and, based on that evaluation, the Chief Executive Officer
and Chief  Financial  Officer have  concluded that these controls and procedures
are  effective.  There were no  significant  changes in internal  controls or in
other factors that  significantly  affected these controls  during the quarterly
period ended  December  31,  2003,  or are  reasonably  likely to  significantly
affect, our internal control over financial reporting.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required  to be  disclosed  in the reports
filed or submitted under the Securities Exchange Act of

                                  Page 14 of 21
<PAGE>

1934 ("Exchange Act") is recorded,  processed,  summarized and reported,  within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation,  controls
and procedures  designed to ensure that information  required to be disclosed in
and communicated to management,  including the Chief Executive Officer and Chief
Financial Officer,  as appropriate to allow timely decisions  regarding required
disclosure.
















                                  Page 15 of 21
<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 Information
          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 (Unaudited)-
          December 31, 2003 and March 31, 2003                              2

          Condensed Consolidated Statements of Operations (Unaudited) -
          Nine months ended December 31, 2003 and 2002                      3

          Condensed Consolidated Statements of Cash Flows (Unaudited) -
          Nine months ended December 31, 2003 and 2002                      4

          Notes to 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
   99.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002
   99.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002


                                  Page 16 of 21
<PAGE>

   99.3   Chief Executive Officer - 302 Certification
   99.4   Chief Financial Officer - 302 Certification

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)


                                        /s/ ROBERT L. WALKER
                                       -----------------------------------------
DATE: February 12, 2004                BY:  ROBERT L. WALKER
                                       Chairman and Chief Executive Officer


                                        /s/ MICHAEL P. PERIKLY
                                       -----------------------------------------
DATE: February 12, 2004                BY:  MICHAEL P. PERIKLY
                                       President and Principal Financial Officer


















                                  Page 17 of 21