As filed with the Securities Exchange Commission on October 3, 1996
                                                Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         AMBASSADORS INTERNATIONAL, INC.
              (Exact Name of Registrant as Specified in it Charter)

                Delaware                                     91-1688605
     -------------------------------                    -------------------
     (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                     Identification No.)


                         Dwight D. Eisenhower Building 
                             110 S. Ferrall Street 
                               Spokane, WA  99202
                                 (509) 534-6200
                  --------------------------------------------
                       (Address, Including Zip Code, and
                     Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                       THE 1995 EQUITY PARTICIPATION PLAN
                            (Full Title of the Plan)


                               John A. Ueberroth 
                     Chief Executive Officer and President 
                         Dwight D. Eisenhower Building 
                             110 S. Ferrall Street 
                               Spokane, WA  99202
                  --------------------------------------------
                     (Name, Address, Including Zip Code and
                     Telephone Number, Including Area Code,
                             of Agent for Service) 


                                   Copies to:
                            Gerald M. Chizever, Esq.
                   Richman, Lawrence, Mann, Greene, Chizever,
                              Friedman & Phillips 
                            9601 Wilshire Boulevard 
                        Beverly Hills, California 90210 
                                 (310) 274-8300
                              (310) 274-2831 (fax)
     <PAGE>
                         CALCULATION OF REGISTRATION FEE


      Title of                  Proposed        Proposed
     Securities    Amount       Maximum         Maximum       Amount of
        to be      to be     Offering Price    Aggregate     Registration
     Registered  Registered  Per Share (1)   Offering Price       Fee
     ----------  ----------  --------------  --------------  ------------

     Common        103,967      $ 9.00          935,703.00    $  322.66
       Stock        25,000        8.43          210,750.00        72.67
                    10,000        8.50           85,000.00        29.31
                    10,000        8.25           82,500.00        28.45
                    69,000       11.00          759,000.00       261.72
                   382,033        8.4375      3,223,403.40     1,111.52
                   -------                   -------------    ---------
                   600,000 (2)               $5,296,356.40    $1,826.33
                   =======                   =============    =========

     (1) Estimated solely to determine the registration fee.  Based on the
         option exercise price for stock options already granted under the
         Plan and on the average of the high and low sales prices per share
         of Common Stock of the Company with respect to shares of Common
         Stock remaining to be granted under the Plan. 

     (2) Plus such indeterminate number of additional shares of Common
         Stock as may be required in the event of a stock dividend, reverse
         stock split or combination of shares, recapitalization or other
         change in the Company's capital stock.


                                EXPLANATORY NOTE
                                ----------------

     The Reoffer Prospectus which is filed as a part of this Registration
     Statement has been prepared in accordance with the requirements of
     Part I of Form S-3 and may be used for reoffers or resales of the
     Common Stock of Ambassadors International, Inc., a Delaware
     corporation (the "Company"), acquired by "affiliates" (as such term is
     defined in Rule 405 of the General Rules and Regulations under the
     Securities Act of 1933 (the "Securities Act")), pursuant to the
     exercise of options granted under the Company's 1995 Equity
     Participation Plan.  Pursuant to General Instruction C(2) of Form S-8,
     the Reoffer Prospectus may be supplemented pursuant to Rule 424(b)
     under the Securities Act as the names of additional persons and the
     amount of securities available to be resold by them pursuant to the
     Reoffer Prospectus become known.

     The documents containing  the information specified in Part I of this
     Form S-8 Registration Statement will be sent or given to participants
     in the Company's 1995 Equity Participation Plan as specified by Rule
     428(b)(1).  Such documents, and the documents incorporated by
     reference in this Registration Statement pursuant to Item 3 of Part II
     of this Form S-8, taken together, constitute a prospectus that meets
     the requirements of Section 10(a) of the Securities Act.
     <PAGE>
           FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION IN REOFFER
            PROSPECTUS OF INFORMATION REQUIRED BY PART I OF FORM S-3


         FORM S-3 ITEM NUMBERLOCATION/HEADING IN PROSPECTUS

     1.  Forepart of Registration       Cover Page
         Statement and Outside
         Front Cover Page of
         Prospectus

     2.  Inside Front and Outside       Available Information;
         Back Cover Page of             Documents Incorporated by
         Prospectus                     Reference; Table of Contents

     3.  Summary Information, Risk      Risk Factors
         Factors and Ratio of
         Earnings to Fixed Charges

     4.  Use of Proceeds                Not Applicable

     5.  Determination of Offering      Not Applicable
         Price

     6.  Dilution                       Not Applicable

     7.  Selling Security Holders       Selling Stockholders

     8.  Plan of Distribution           Plan of Distribution

     9.  Description of Securities      Documents Incorporated by
         to be Registered               Reference

     10. Interests of Named Experts     Not Applicable
         and Counsel

     11. Material Changes               Not Applicable

     12. Incorporation of Certain       Documents Incorporated by
         Information                    Reference

     13. Disclosure of Commission       Part II, Item 9, Undertakings
         Position on
         Indemnification for
         Securities Act Liabilities
     <PAGE>
                               REOFFER PROSPECTUS

                                 600,000 SHARES

                         AMBASSADORS INTERNATIONAL, INC.

                                  Common Stock

     This Prospectus relates to the sale of an aggregate of up to 600,000
     shares (the "Shares"), of the common stock, par value $.01 per share
     (the "Common Stock"), of Ambassadors International, Inc., a Delaware
     corporation (the "Company"), which may be offered from time to time by
     certain stockholders of the Company (the "Selling Stockholders"), who
     may be deemed "affiliates" of the Company (as such term is defined in
     Section 405 of the General Rules and Regulations Under the Securities
     Act of 1933, as amended), which may be acquired by the Selling
     Stockholders pursuant to the Company's 1995 Equity Participation Plan. 

     The Selling Stockholders may from time to time offer their shares of
     Common Stock to purchasers directly or through agents, brokers or
     dealers.  Such shares may be sold at market prices prevailing at the
     time of sale or at negotiated prices.  

     The Company will not receive any proceeds from the sale of the Common
     Stock offered by the Selling Stockholders hereby.  All expenses of
     registration incurred in connection with this offering are being borne
     by the Company, but all brokerage commissions and other expenses
     incurred by individual Selling Stockholders will be borne by such
     Selling Stockholders.

     The Common Stock is traded on the Nasdaq National Market under the
     symbol "AMIE."  On September 10, 1996 the last reported sale price of
     the Common Stock on the Nasdaq National Market was $8.00 per share.  

                              _____________________

        SEE "RISK FACTORS," COMMENCING ON PAGE 6 OF THIS PROSPECTUS, FOR
          A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
           PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
                              ____________________

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION 
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                   ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE 


                 The date of this Prospectus is October 3, 1996.
     <PAGE>
                               TABLE OF CONTENTS 


     AVAILABLE INFORMATION

     DOCUMENTS INCORPORATED BY REFERENCE

     THE COMPANY

     RISK FACTORS

     USE OF PROCEEDS

     SELLING STOCKHOLDERS

     PLAN OF DISTRIBUTION

     LEGAL MATTERS

     EXPERTS

                              AVAILABLE INFORMATION

     The Company is subject to the information requirements of the
     Securities Exchange Act of 1934 (the "Exchange Act"), and in
     accordance therewith files reports, proxy materials and other
     information with the Securities and Exchange Commission (the
     "Commission").  Such reports, proxy materials and other information
     can be inspected and copied at the public reference facilities
     maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
     N.W., Washington, D.C. 20549, and at the following Regional Offices of
     the Commission:  Seven World Trade Center, 13th Floor, New York, N.Y.
     10048 and 500 West Madison Street, Chicago, Illinois 60661.  Copies of
     such material can also be obtained from the Public Reference Section
     of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
     Washington, D.C. 20549, at prescribed rates.  In addition, such
     material can be inspected at the offices of the National Association
     of Securities Dealers, Inc., at 1735 K Street, N.W., Washington, D.C.
     20006.  The Commission maintains a website that contains reports,
     proxy and information statements and other information regarding
     registrants that file electronically with the Commission.

     The Company has filed a registration statement (the "Registration
     Statement") on Form S-8 with respect to the Common Stock offered
     hereby with the Commission under the Securities Act of 1933, as
     amended (the "Securities Act").  This Prospectus, which constitutes a
     part of the Registration Statement, does not contain all the
     information set forth in the Registration Statement, certain items of
     which are contained in schedules and exhibits to the Registration
     Statement as permitted by the rules and regulations of the Commission. 
     Statements contained in this Prospectus as to the contents of any
     agreement, instrument or other document referred to are not
     necessarily complete.  With respect to each such agreement, instrument
     or other document filed as an exhibit to the Registration Statement,
     reference is made to the exhibit for a more complete description of
     the matter involved, and each such statement shall be deemed qualified
     in its entirety by such reference.
     <PAGE>
                      DOCUMENTS INCORPORATED BY REFERENCE 

     The following documents have been filed with the Commission and are
     incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1995, filed pursuant to Section 13(a) of the
          Securities Exchange Act of 1934, as amended, containing audited
          financial statements for the fiscal year ended December 31, 1995.

     (b)  The Company's quarterly reports on Form 10-QSB for the fiscal
          quarters ended March 31, 1996 and June 30, 1996, and all other
          reports, if any, filed by the Company pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934 since the end of
          the fiscal year ended December 31, 1995.

     (c)  The description of the Company's Common Stock contained in its
          Registration Statement on Form S-1 (Registration No. 33-93586),
          as filed with the Commission on June 16, 1995, including any
          amendment or report filed for the purpose of updating such
          description.  

     (d)  The Company's Report on Form 8-K dated January 19, 1996.

     (e)  The Company's Report on Form 8-K dated February 6, 1996.

     (f)  The Company's Report on Form 8-K dated July 8, 1996.

     (g)  The Company's Report on Form 8-K dated August 9, 1996.

     All documents filed by the Registrant pursuant to Section 13(a),
     13(c), 14 and 15(d) of the Exchange Act after the date hereof and
     prior to the filing of a post-effective amendment to this registration
     statement which indicates that all securities offered hereunder have
     been sold, or which deregisters all securities then remaining unsold
     under this registration statement, shall be deemed to be incorporated
     by reference in this registration statement and to be a part hereof
     from the date of filing of such documents.  Any statement contained in
     a report or document shall be deemed to be modified or superseded for
     purposes of this Prospectus to the extent that a statement contained
     herein or in a subsequently filed document which also is or is deemed
     to be incorporated by reference in this Prospectus modifies or
     supersedes such statement.  Any such statement so modified or
     superseded shall not be deemed, except as so modified or superseded,
     to constitute a part of this Prospectus.

     The Company undertakes to provide without charge to each person to
     whom a copy of this Prospectus is delivered, upon the written or oral
     request of such person, a copy of any or all of the documents referred
     to above which have been or may be incorporated by reference herein
     (other than exhibits to such documents unless such exhibits are
     specifically incorporated by reference in such documents).  Requests
     for such copies should be directed to Ambassadors International, Inc.,
     110 S. Ferrall Street, Spokane, Washington 99202, Attn:  Corporate
     Secretary (telephone (509) 534-6200).
     <PAGE>
                                  THE COMPANY 

     Ambassadors International, Inc., a Delaware corporation, and its
     consolidated subsidiaries (collectively, the "Company"), organizes,
     markets and operates international educational travel programs for
     students and adults.  Since its founding in 1967, the Company has
     offered its programs to both students and adults through its "Student
     Ambassador Programs" and "Citizen Ambassador Programs."  The Company's
     Student Ambassador Programs provide an opportunity for high school and
     junior high school students to visit one or more foreign countries to
     learn about the politics, economy and culture of such countries.  The
     Company's Citizen Ambassador Programs provide adults with common
     interests the opportunity to travel abroad to meet and exchange ideas
     with foreign citizens that have similar backgrounds, interests or
     professions.  The Company believes that its programs provide
     participants with enriching experiences and deeper understandings of
     foreign cultures and peoples than visits arranged independently or
     through travel agencies.  In 1994 and 1995, approximately 11,200
     people and approximately 11,600 people, respectively, traveled on the
     Company's programs.  From 1983 through 1995, the Company increased the
     annual number of program participants from approximately 3,500 to
     approximately 11,600.

     A substantial percentage of the Company's programs are organized in
     connection with People to People International ("People to People"), a
     private, non-profit organization dedicated to the promotion of world
     peace through cultural exchange.  People to People was founded by
     President Dwight D. Eisenhower in 1956 and was originally administered
     by the U.S. State Department.  Over its history, eight U.S. presidents
     have served as Honorary Chairmen of People to People, including
     President Bill Clinton, who currently holds that position. 

     Subject to certain exceptions, the Company's agreements with People to
     People give the Company the exclusive right to develop and conduct
     programs for kindergarten through college age students using the
     People to People name, and the Company is currently the only travel
     provider with the right to develop and conduct programs for adults
     using the People to People name.  The Company believes that its long
     association with People to People has been a major factor in its
     ability to provide quality, educational student and adult travel
     programs and that this relationship provides the Company with greater
     access to foreign governmental agencies and officials and foreign
     institutions.  The Company is able to organize travel programs for its
     student and adult ambassadors featuring events and speakers which have
     been made available to the Company by virtue of its association with
     People to People. 

     Student Ambassador Program delegations depart during the summer and
     generally travel for 21 days, during which time each delegation visits
     one or more foreign countries.  Each delegation generally consists of
     approximately 35 students and several teachers, who act as the
     delegation's leaders.  Teachers and students comprising a delegation
     generally come from the same locale.  Local guides generally assist
     the delegation in their travels.  Programs are designed by the
     Company's staff of international planners and researchers to provide
     an educational and entertaining travel experience by exposing students
     to the history, government, economy and culture of the country or 
     <PAGE>
     countries visited.  In most instances, the Company also arranges to
     provide students the opportunity for a "homestay" (a brief stay with a
     host family), which gives students a glimpse of daily life in the
     visited country.  Students who complete certain written assignments
     and other projects can receive high school and university credit for
     their participation in the program.  Universities throughout the
     United States recognize the Company's programs with credit, including
     Stanford University, University of California at Los Angeles, and
     Georgetown University. 

     The Citizen Ambassador Program, unlike the Student Ambassador Program,
     operates year-round and is generally designed to provide a more
     specialized adult educational experience.  Adult programs generally
     last from 10 days to two weeks and are designed to provide adults with
     similar backgrounds or common interests the opportunity to exchange
     information and ideas with their counterparts in other countries. 
     Unlike travel programs provided by travel agencies, these specialty
     programs are intended largely as "working" trips, with a significant
     amount of the participant's time involved in organized meetings,
     seminars and round-table discussions with their foreign counterparts,
     inspection visits to major foreign facilities and institutions and
     informal gatherings with foreign counterparts.  Each program is led by
     a delegation leader chosen by the Company based upon his or her
     recognition in the field and expertise regarding the special focus of
     the particular program. 

     In January 1995, John A. Ueberroth and Peter V. Ueberroth
     (collectively, the "Ueberroths"), acquired approximately 43% of the
     stock of the Company from the four former stockholders of the Company,
     and John A. Ueberroth was appointed Chief Executive Officer and
     President of the Company and both Peter and John Ueberroth became
     directors of the Company.  The Ueberroths have substantial travel
     industry experience.  In 1963, Peter V. Ueberroth founded First Travel
     Corporation.  John Ueberroth joined First Travel Corporation in 1968. 
     The Ueberroths managed First Travel Corporation until shortly before
     its sale in 1979 to the Carlson Companies.  At the time of the sale,
     First Travel Corporation was one of the largest travel companies in
     North America, with approximately 100 wholly-owned retail agencies, a
     hotel management company and a national reservation service. 
     Following the sale, John Ueberroth became the President of the Carlson
     Travel Group, a position he held until 1989.  During this period, the
     Carlson Travel Group's sales increased from approximately $125 million
     in 1980 to approximately $3.6 billion in 1989.  John Ueberroth has
     also served as Chairman of the United States Tour Operators
     Association (1989) and Chairman of the Travel Industry Association of
     America (1986-87).  

     On January 19, 1996, the Company acquired from the sole stockholder of
     The Helin Organization, a California corporation, all of the issued
     and outstanding capital stock of The Helin Organization, in exchange
     for shares of the Company's Common Stock.  The Helin Organization has
     its principal place of business in Newport Beach, California and
     specializes in serving corporate incentive travel programs and
     domestic and international management meetings.
     <PAGE>
     On February 6, 1996, the Company acquired substantially all of the
     assets of M.L. Bright Associates doing business as American People
     Ambassador Programs in Winnebago, Illinois.  The acquisition of assets
     included the assignment of the general contract with People to People
     International for adult education and exchange programs.

     The principal executive offices of the Company are located at Dwight
     D. Eisenhower Building, 110 S. Ferrall Street, Spokane, Washington
     99202.  Its telephone number is (509) 534-6200.
     <PAGE>
                                  RISK FACTORS

     PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD
     CONSIDER CAREFULLY THE INFORMATION SET FORTH BELOW, AS WELL AS THE
     OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN DETERMINING WHETHER
     TO PURCHASE SHARES OF COMMON STOCK OFFERED HEREBY.

     International Operations and Natural Occurrences
     ------------------------------------------------

     Because substantially all of the Company's travel programs are
     conducted outside the United States, the Company's operations are
     subject to special risks inherent in doing business internationally. 
     Such risks include the adverse effects on operations from war,
     international terrorism, civil disturbances, political instability,
     governmental activities and deprivation of contract rights.  Periods
     of international unrest may reduce demand for the Company's travel
     programs and could have a material adverse effect on the Company's
     business and results of operations.  Examples of such events which
     have adversely affected the Company's operations include terrorist
     activities generally, the Gulf War in 1991, civil unrest in the
     People's Republic of China ("China") in 1989 and the Chernobyl
     disaster in 1986.  In 1995, approximately 32% of the Company's
     revenues were derived from its programs in the South Pacific
     (predominantly Australia and New Zealand), 38% of its revenues were
     derived from its programs in Europe (predominantly the United Kingdom)
     and 19% of its revenues were derived from its programs in China.  The
     Company expects gross receipts from programs to these countries to
     continue to account for a majority of its gross receipts in 1996.  The
     occurrence of any of the events described above in one or more of
     these countries would have a material adverse effect on the Company. 
     Demand for the Company's travel programs also may be adversely
     affected by natural occurrences such as hurricanes, earthquakes,
     epidemics and flooding in geographic regions in which the Company
     conducts its travel programs.

     Acquisitions; Expansion of Business
     -----------------------------------
     Part of the Company's business strategy is to acquire selected travel
     service businesses which will complement its existing business.  The
     Company's ability to acquire these businesses is dependent in part
     upon management's relationship with the owners of these businesses,
     many of which are small and closely held by individual stockholders. 
     In addition, the Company will be competing for expansion opportunities
     with other companies, many of which have greater name recognition,
     marketing support and financial resources than the Company.  There can
     be no assurance that the Company will be able to identify, pursue or
     acquire any targeted businesses.

     The Company has had preliminary acquisition discussions with, or has
     evaluated the potential acquisition of, several companies in the last
     several months, and is currently in negotiations concerning a
     potential acquisition which, if ultimately consummated, may be
     material in size and scope to the Company's business.  If the Company
     proceeds with any acquisition, and if such acquisition is relatively 
     <PAGE>
     large and consideration is in the form of cash, a substantial portion
     of the Company's available cash could be used in order to consummate
     any such acquisition.  The Company may also seek to finance any such
     acquisition through additional debt or equity financings, and there
     can be no assurance that such financing will be available on
     acceptable terms or at all.

     Acquisitions involve a number of special risks, including the
     diversion of management's attention to the assimilation of the
     operations and personnel of the acquired companies, the potential loss
     of key employees of acquired companies, adverse short-term effects on
     the Company's reported operating results and the amortization of
     acquired intangible assets.  No assurance can be given that any
     acquisition by the Company will or will not occur, that if an
     acquisition does occur that it will not materially and adversely
     affect the Company or that any such acquisition will be successful in
     enhancing the Company's business.

     The Company's future results of operations will also depend in part on
     its ability to successfully expand internally by increasing its
     marketing efforts to potential student and adult program participants,
     by introducing new student and adult programs, including less-
     specialized adult programs, and to manage any future growth.  No
     assurance can be given that the Company will be able to successfully
     expand its existing marketing efforts, develop and introduce new
     student or adult programs or manage future growth as successfully as
     it has done to date.

     Seasonality; Fluctuations in Quarterly Results
     ----------------------------------------------
     The Company's business is highly seasonal.  The Company recognizes
     gross program receipts, revenues and program pass through expenses
     upon the overseas departure of the program participant.  The majority
     of the Company's travel programs are scheduled in May through July of
     each year.  Substantially all of the Company's operating income is
     generated in this period, which historically has offset the operating
     losses incurred during the rest of the year.  The Company anticipates
     that this trend will continue for the foreseeable future.  The
     Company's annual results would be adversely affected if the Company's
     revenues were to be substantially below seasonal norms during the
     second and third quarters of the year.  The Company's operating
     results may fluctuate as a result of many factors, including the mix
     of programs and program destinations offered by the Company and its
     competitors, the introduction and acceptance of new programs and
     program enhancements by the Company and its competitors, timing of
     program bookings, competitive conditions in the industry, marketing
     expenses, extreme weather conditions, international conflicts,
     economic factors and other considerations affecting travel.

     Competition
     -----------
     The travel industry in general, and the educational segment of the
     travel industry in particular, is highly competitive.  The Company's
     student programs compete with other companies that provide similar
     educational travel programs for students as well as independent
     programs organized and sponsored by local teachers with the assistance
     <PAGE>
     of local travel agents and with semester or year-long outbound
     university programs designed to provide college age students an
     opportunity to study abroad.  In addition, People to People retains
     the right under its contract with the Company to offer programs to
     college students for studies abroad.  The Company's adult educational
     programs compete with other companies that currently offer a limited
     number of programs in connection with People to People.  In addition,
     the Company's adult programs compete with independent professional
     associations that sponsor and organize their own travel programs
     through the assistance of local travel agents with tour operators and
     other organizations that design travel programs for adults.

     The Company believes that the barriers to entry for any future
     competitors are relatively low.  Certain companies engaged in the
     travel business, although not currently competing directly with the
     Company, have substantially greater financial, marketing and sales
     resources than the Company.  There can be no assurance that the
     Company's present competitors or competitors that choose to enter the
     marketplace in the future will not exert significant competitive
     pressures on the Company.  Such competition could have a material
     adverse effect on the Company.

     Dependence on "People to People"
     --------------------------------
     The Company's agreements with People to People give the Company the
     exclusive right to develop and conduct programs for kindergarten
     through college age students using the People to People name and the
     non-exclusive right to develop and conduct programs for adults using
     the People to People name, subject in each case to certain exceptions. 
     The Company's agreements with People to People, however, allow People
     to People to continue to conduct college and professional seminars and
     internship programs and to develop other student activities and adult
     programs.  The contracts expire in 2005 and may be renewed for
     successive 10 year periods, but either party has the right to
     terminate either of such contracts at the end of any 10 year period
     upon six months' prior notice.  The Company believes that it derives
     benefit from its ability to market its programs using the People to
     People name.  If the Company's agreement with People to People is
     terminated or if the Company is unable to use the People to People
     name to market new programs or destinations, the Company could be
     materially adversely affected.

     Fluctuation of Currency Exchange Rates
     --------------------------------------
     Many of the Company's arrangements with its foreign-based suppliers
     require payment to be made in foreign currencies.  Any decrease in the
     value of the U.S. dollar in relation to foreign currencies has the
     effect of increasing the cost of the services to be provided.  Since 
     late 1993, the Company generally has purchased forward contracts to
     help manage program costs and hedge against foreign currency valuation
     increases.  While the ability to utilize forward contracts for the
     delivery of foreign currencies can mitigate the effect of increased
     program costs and foreign currency exchange fluctuations, there can be
     no assurance that increased program costs relating to such currency
     fluctuations will not be substantial in future periods.  The Company's
     <PAGE>
     contract with program participants provides the Company the option,
     and historically the Company has attempted, to pass along any increase
     in program costs resulting from currency fluctuations to program
     participants.  Nonetheless, there can be no assurance that the Company
     will be able to increase program prices to offset any such cost
     increases in the future and any failure to do so could have a material
     adverse effect on the Company's business and results of operations.

     Casualty Losses
     ---------------
     Due to the nature of its business, the Company may be subject to
     liability claims arising out of accidents or disasters causing injury
     to participants in its programs, including claims for serious personal
     injury or death.  The Company believes that it has adequate liability
     insurance for risks arising in the normal course of its business. 
     Although the Company has never experienced a liability claim for which
     it did not have adequate insurance coverage, there can be no assurance
     that insurance coverage will be sufficient to cover one or more large
     claims or that the applicable insurer will be solvent at the time of
     any covered loss.  Further, there can be no assurance that the Company
     will be able to obtain insurance coverage at acceptable levels and
     cost in the future.  Successful assertion against the Company of one
     or a series of large uninsured claims, or of one or a series of claims
     exceeding any insurance coverage, could have a material adverse effect
     on the Company's business and results of operations.

     Dependence on Key Personnel
     ---------------------------
     The Company's success has been and will be dependent to a large degree
     on its ability to retain the services of its existing senior
     management.  The loss of the services of any of the key management
     personnel could have a material adverse effect on the Company's
     business and results of operations.

     Continued Control of the Company by Current Management
     ------------------------------------------------------
     Management of the Company currently beneficially owns approximately
     46% of the outstanding shares of the Company's Common Stock. 
     Accordingly, current management owns close to a majority of the
     Company's common stock and, therefore, will effectively be able to
     exercise voting control of the Company, be able to elect all of the
     Company's directors and be able to determine the outcome of any matter
     being voted upon by the Company's stockholders, including any merger,
     sale of assets or other change in control of the Company.  Current
     management's ownership position, together with the antitakeover
     effects of certain provisions contained in the Company's Certificate
     of Incorporation and Bylaws, may have the effect of delaying or
     preventing a change of control of the Company.
     <PAGE>
     Potential Volatility of Stock Price
     -----------------------------------
     There can be no assurance that an active trading market for the Common
     Stock will be sustained.  From time to time, the stock market
     experiences significant price and volume volatility, which may affect
     the market price of the Common Stock for reasons unrelated to the
     Company.

     Shares Eligible for Future Sale
     -------------------------------
     Sales of the Company's Common Stock in the public market after this
     offering could adversely affect the market price of the Company's
     Common Stock and could impair the Company's future ability to raise
     capital through the sale of its equity securities.  As of June 30,
     1996, the Company had 6,615,030 outstanding shares of Common Stock. 
     Of these shares, 2,300,000 shares sold in the Company's initial public
     offering in August 1995 (1,540,000 sold by the Company and 760,000
     sold by certain selling stockholders), are available for resale in the
     public market without restriction.  The remaining 4,315,030 shares
     (the "Restricted Shares"), are "restricted securities" within the
     meaning of Rule 144 under the Securities Act of 1993, as amended (the
     "Securities Act"), and may not be sold in the absence of registration
     under the Securities Act unless an exemption from registration is
     available, including the exemption contained in Rule 144.  All of the
     Restricted Shares are either currently eligible for sale under Rule
     144 or will become eligible for sale under Rule 144 prior to January
     1997.  Once Restricted Shares are eligible to be sold under Rule 144,
     they may be sold subject to certain volume and other resale
     restrictions.  In addition, the Company has registered 600,000 shares
     of Common Stock which may be issued upon exercise of stock options
     issued in connection with the Company's 1995 Equity Participation
     Plan, all of which shares of Common Stock will be available for resale
     in the public market without restriction.  Further, in connection with
     the Company's initial public offering, the Company granted the
     Ueberroths, their family members and certain others holding shares of
     the Company's Common Stock demand and incidental, or "piggyback,"
     registration rights which currently allow them to require that the
     Company register under the Securities Act all or part of the Common
     Stock held by them.  


                                USE OF PROCEEDS 

     All of the shares of Common Stock offered hereby are being offered by
     the Selling Stockholders.  The Company will not receive any proceeds
     from the sale of Common Stock by the Selling Stockholders.
     <PAGE>
                              SELLING STOCKHOLDERS

     The following table sets forth, as of September 1, 1996: (i) the name
     and position of each of the Selling Stockholders; (ii) the number of
     shares of Common Stock owned by each Selling Stockholder; (iii) the
     number of shares of Common Stock covered by this Prospectus and (iv)
     the amount and percentage of the Common Stock to be owned by each
     Selling Stockholder after completion of this offering, assuming the
     sale of all shares of Common Stock covered by this Prospectus.  The
     Company may supplement this Prospectus from time to time to disclose
     additional Selling Stockholders.  The shares to be sold pursuant to
     this offering include all shares of Common Stock issuable to each
     person upon the exercise of options granted under the Company's 1995
     Equity Participation Plan ("Option Shares"), some of which are not
     exercisable as of the date hereof.  Any Option Shares to be issued
     upon the exercise of options which are not exercisable within 60 days
     of the date hereof have not been included in the number of shares
     owned in the second column of the table.


                            Shares                        Shares Owned
                         Owned as of                     After Offering
                         September 1,     Shares      --------------------
     Name and Position     1996 (1)     Offered (2)   Number    Percentage
     -----------------   ------------   -----------   -------   ----------
     James L. Easton,
       Director             2,500(3)      10,000            0        *
     John C. Spence,
       Director             3,500(3)      10,000        1,000        *
     Rafer L. Johnson,
       Director             2,500(3)      10,000            0        *
     Jeffrey D. Thomas,
       Chief Financial 
       Officer            117,600(4)      50,000      111,350       1.5%
     Richard D.C. 
       Whilden,
       Director             5,120(3)      10,000            0        *
     Peg Sestero,
      Vice President--
       Finance              2,500(3)      12,500            0        *

     * less than 1%

     (1) Includes shares issuable upon the exercise of options that are
         exercisable within 60 days of the date hereof.  The shares
         underlying such options are deemed to be outstanding for the
         purpose of computing the percentage of outstanding stock owned by
         such persons individually and by each group of which they are a
         member, but are not deemed to be outstanding for the purpose of
         computing the percentage ownership of any other person.

     (2) Includes all shares of Common Stock that may be received upon
         exercise of options granted to date, whether or not such options
         are currently vested.
     <PAGE>
     (3) Includes options to purchase 2,500 shares exercisable within 60
         days. 

     (4) Includes options to purchase 6,250 shares exercisable within 60
         days.  Includes 111,350 shares owned by the Jeffrey D. Thomas &
         Keri U. Thomas Trust UA April 9, 1996.

     The preceding table reflects all Selling Stockholders who are eligible
     to reoffer and resell Common Stock, whether or not they have a present
     intent to do so.  There is no assurance that any of the Selling
     Stockholders will sell any or all of the Common Stock offered by them
     hereunder.  The inclusion in the foregoing table of the individuals
     named therein shall not be deemed an admission that any such
     individuals are "affiliates" of the Company.


                              PLAN OF DISTRIBUTION

     The shares of Common Stock being sold by the Selling Stockholders are
     being sold for their own accounts.  The Company will not receive any
     of the proceeds from such sales of Common Stock.

     The distribution of the Common Stock by the Selling Shareholders may
     be effected from time to time, in one or more transactions, at prices
     and upon terms then obtainable on the Nasdaq National Market, at
     prices related to the prevailing market prices, at negotiated prices
     or otherwise.  In the event that one or more brokers or dealers sells
     Common Stock it may do so by purchasing Common Stock as principal or
     by selling the Common Stock as agent.  If sales are made through
     brokers or dealers, any commissions and fees will be paid by the
     Selling Stockholders.  Such brokers or dealers and other participating
     brokers or dealers may be deemed to be "underwriters" within the
     meaning of the Securities Act in connection with such sales.


                                  LEGAL MATTERS

     The validity of the issuance of the shares of Common Stock offered
     hereby will be passed upon for the Company by Richman, Lawrence, Mann,
     Greene, Chizever, Friedman & Phillips, Beverly Hills, California.


                                     EXPERTS

     The consolidated balance sheets as of December 31, 1995 and 1994 and
     the consolidated statements of income, changes in stockholders' equity
     and cash flows for each of the three years in the period ended
     December 31, 1995, incorporated by reference in this Prospectus, have
     been incorporated herein in reliance on the report, which includes an
     explanatory paragraph describing the changes in the methods of
     accounting for debt and equity securities and income taxes, of Coopers
     & Lybrand, L.L.P., independent accountants, given on the authority of
     that firm as experts in accounting and auditing.
     <PAGE>
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
     REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
     CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
     INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
     AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER.  NEITHER THE
     DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER 
     ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
     CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
     INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
     ITS DATE.  HOWEVER, IF ANY MATERIAL CHANGE OCCURS WHILE THIS
     PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS PROSPECTUS WILL BE
     AMENDED OR SUPPLEMENTED ACCORDINGLY.  THIS PROSPECTUS DOES NOT
     CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
     SECURITIES OTHER THAN THE SHARES OFFERED BY THIS PROSPECTUS, NOR DOES
     IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
     THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
     SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
     OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
     WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
     <PAGE>

          Part II -- Information Required in the Registration Statement


     Item 3.  Incorporation of Documents by Reference
     ------------------------------------------------

     The following documents are incorporated by reference in this
     registration statement.

     (a)  Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1995, filed pursuant to Section 13(a) of the
          Securities Exchange Act of 1934, as amended.

     (b)  Registrant's quarterly reports on Form 10-QSB for the fiscal
          quarters ended March 31, 1996 and June 30, 1996, and all other
          reports, if any, filed by the Company pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934 since the end of
          the fiscal year ended December 31, 1995.

     (c)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form S-1 (Registration No. 33-93586),
          as filed with the Commission on June 16, 1995, including any
          amendment or report filed for the purpose of updating such
          description.

     (d)  The Company's Current Report on Form 8-K dated January 19, 1996.

     (e)  The Company's Current Report on Form 8-K dated February 6, 1996.

     (f)  The Company's Report on Form 8-K dated July 8, 1996.

     (g)  The Company's Report on Form 8-K dated August 9, 1996.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c)
     14 and 15(d) of the Exchange Act after the date of this registration
     statement and prior to the filing of a post-effective amendment to
     this registration statement which indicates that all securities
     offered hereunder have been sold, or which deregisters all securities
     then remaining unsold under this registration statement, shall be
     deemed to be incorporated by reference in this registration statement
     and to be a part hereof from the date of filing of such documents.


     Item 4.  Description of Securities.
     -----------------------------------

     Not applicable; the class of securities to be offered is registered
     under Section 12 of the Exchange Act.


     Item 5.  Interest of Named Experts and Counsel.
     -----------------------------------------------

     Not applicable.
     <PAGE>
     Item 6.  Indemnification of Directors and Officers.
     ---------------------------------------------------

     The Company's Certificate of Incorporation provides that to the
     fullest extent permitted by the Delaware General Corporation Law
     ("Delaware Law"), a Director of the Company shall not be liable to the
     Company or its stockholders for monetary damages for breach of
     fiduciary duty as a director.  Under current Delaware Law, liability
     of a director may not be limited (i) for any breach of the director's
     duty of loyalty to the Company or its stockholders, (ii) for acts or
     omissions not in good faith or that involve intentional misconduct or
     a knowing violation of law, (iii) in respect of certain unlawful
     dividend payments or stock redemptions or repurchases and (iv) for any
     transaction from which the director derives an improper personal
     benefit.  The effect of the provision of the Company's Certificate of
     Incorporation to eliminate the rights of the Company and its
     stockholders (through stockholders' derivative suits on behalf of the
     Company) to recover monetary damages against a director for breach of
     the fiduciary duty of care as a director (including breaches resulting
     from negligent or grossly negligent behavior) except in the situations
     described in clauses (i) through (iv) above.  This provision does not
     limit or eliminate the rights of the Company or any stockholder to
     seek nonmonetary relief such as an injunction or rescission in the
     event of a breach of a director's duty of care.  In addition, the
     Company's Certificate of Incorporation provides that the Company shall
     indemnify its directors, officers, employees and agents against losses
     incurred by any such person by reason of the fact that such person was
     acting in such capacity.

     In addition, the Company has entered into agreements (the
     "Indemnification Agreements") with each of the directors and officers
     of the Company pursuant to which the Company has agreed to indemnify
     such director or officer from claims, liabilities, damages, expenses,
     losses, costs, penalties or amounts paid in settlement incurred by
     such director or officer and arising out of his capacity as a
     director, officer, employee and/or agent of the corporation of which
     he is a director or officer to the maximum extent provided by
     applicable law.  In addition, such director or officer is entitled to
     an advance of expenses to the maximum extent authorized or permitted
     by law to meet the obligations indemnified against.  The
     Indemnification Agreements also obligate the Company to purchase and
     maintain insurance for the benefit and on behalf of its directors and
     officers insuring against all liabilities that may be incurred by such
     director or officer in or arising out of his capacity as a director,
     officer, employee and/or agent of the Company.

     To the extent the Board of Directors or the stockholders of the
     Company may in the future wish to limit or repeal the ability of the
     Company to indemnify directors, such repeal or limitation may not be
     effective as to directors and officers who are currently parties to
     the Indemnification Agreements, because their rights to full
     protection are contractually assured by the Indemnification
     Agreements.  It is anticipated that similar contracts may be entered
     into, from time to time, with future directors of the Company.
     <PAGE>
     Item 7.  Exemption from Registration Claimed.
     ---------------------------------------------

     Not applicable.  


     Item 8.  Exhibits.
     ------------------

     Exhibit
     Number    Description of Document
     -------   ------------------------------------------------------------
     4.1       Certificate of Incorporation of the Registrant (filed as
               Exhibit 3.1 of the Company's Registration Statement on Form
               S-1 (Registration No. 33-93586) (the "Registration
               Statement") and incorporated herein by reference)

     4.2       By-laws of the Registrant (filed as Exhibit 3.2 of the
               Registration Statement and incorporated herein by reference)


     4.3       1995 Equity Participation Plan (filed as Exhibit 10.3 of the
               Registration Statement and incorporated herein by reference)

     5         Opinion of Richman, Lawrence, Mann, Greene, Chizever,
               Friedman & Phillips

     24.1      Consent of Coopers & Lybrand L.L.P.

     24.2      Consent of Richman, Lawrence, Mann, Greene, Chizever,
               Friedman & Phillips (included in Exhibit 5)

     25        Power of Attorney


     Item 9.  Undertakings.
     ----------------------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:
       
               (i)    To include any prospectus required by section
                      10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective
                      amendment thereof) which, individually or in the
                      aggregate, represent a fundamental change in the
                      information set forth in the registration statement;

               (iii)  To include any material information with respect to
                      the plan of distribution not previously disclosed in
                      the registration statement or any material change to
                      such information in the registration statement;
     <PAGE>
               PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant to section
               13 or 15(d) of the Exchange Act that are incorporated by
               reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which
               remain unsold at the termination of the offering.

     (b)  the undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each
          filing of the Registrant's annual report pursuant to Section
          13(a) or section 15(d) of the Securities Exchange Act of 1934
          (and where applicable, each filing of an employee benefit plan's
          annual report pursuant to section 15(d) of the Exchange Act) that
          is incorporated by reference in the registration statement shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers
          and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection which the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.
     <PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Spokane, State
     of Washington, on September 16, 1996.


                        AMBASSADORS INTERNATIONAL, INC. 

     By:  /s/Jeffrey D. Thomas  
          ----------------------------
          Jeffrey D. Thomas
          Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.

     Signature                  Title                    Date
     ------------------------   ----------------------   ------------------
     *                          President, Chief         September 16, 1996
     --------------------       Executive Officer and
     John A. Ueberroth          a Director
            
                                Chairman and Director    September __, 1996
     ---------------------
     Peter V. Ueberroth

     /s/Jeffrey D. Thomas       Chief Financial Officer  September 16, 1996
     --------------------
     Jeffrey D. Thomas

     *                          Director                 September 16, 1996
     ------------------
     James L. Easton

     *                          Director                 September 16, 1996
     ---------------------
     Richard D. C. Whilden

     *                          Director                 September 16, 1996
     -----------------

     John C. Spence
            
                                Director                 September __, 1996
     -------------------
     Rafer L. Johnson

     *                          Vice President-          September 16, 1996
     --------------             Finance (Chief Account-
     Peg Sestero                ing Officer)


     * By:  /s/Jeffrey D. Thomas
            -----------------------------------
            Jeffrey D. Thomas, Attorney-in-Fact
     <PAGE>
                                 EXHIBIT INDEX 


     Exhibit    
     Number     Description of Document
     -------    -----------------------------------------------------------
     4.1        Certificate of Incorporation of the Registrant (filed as
                Exhibit 3.1 of the Company's Registration Statement on Form
                S-1 (Registration No. 33-93586) (the "Registration
                Statement") and incorporated herein by reference)

     4.2        By-laws of the Registrant (filed as Exhibit 3.2 of the
                Registration Statement and incorporated herein by
                reference)

     4.3        1995 Equity Participation Plan (filed as Exhibit 10.3 of
                the Registration Statement and incorporated by reference
                herein)

     5          Opinion of Richman, Lawrence, Mann, Greene, Chizever,
                Friedman & Phillips

     24.1       Consent of Coopers & Lybrand L.L.P.

     24.2       Consent of Richman, Lawrence, Mann, Greene, Chizever,
                Friedman & Phillips (included in Exhibit 5)

     25         Power of Attorney

<PAGE>
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As filed with the Securities Exchange Commission on October 3, 1996
                                                Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                         AMBASSADORS INTERNATIONAL, INC.
              (Exact Name of Registrant as Specified in it Charter)

                Delaware                                     91-1688605
     -------------------------------                    -------------------
     (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                     Identification No.)

                         Dwight D. Eisenhower Building 
                             110 S. Ferrall Street 
                               Spokane, WA  99202
                                 (509) 534-6200
                  --------------------------------------------
                       (Address, Including Zip Code, and
                     Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)

                       THE 1995 EQUITY PARTICIPATION PLAN
                            (Full Title of the Plan)

                               John A. Ueberroth 
                     Chief Executive Officer and President 
                         Dwight D. Eisenhower Building 
                             110 S. Ferrall Street 
                               Spokane, WA  99202
                  --------------------------------------------
                     (Name, Address, Including Zip Code and
                     Telephone Number, Including Area Code,
                             of Agent for Service) 

                                   Copies to:
                            Gerald M. Chizever, Esq.
                   Richman, Lawrence, Mann, Greene, Chizever,
                              Friedman & Phillips 
                            9601 Wilshire Boulevard 
                        Beverly Hills, California 90210 
                                 (310) 274-8300
                              (310) 274-2831 (fax)
CALCULATION OF REGISTRATION FEE

      Title of                  Proposed        Proposed
     Securities    Amount       Maximum         Maximum       Amount of
        to be      to be     Offering Price    Aggregate     Registration
     Registered  Registered  Per Share (1)   Offering Price       Fee
     ----------  ----------  --------------  --------------  ------------

     Common        103,967      $ 9.00          935,703.00    $  322.66
       Stock        25,000        8.43          210,750.00        72.67
                    10,000        8.50           85,000.00        29.31
                    10,000        8.25           82,500.00        28.45
                    69,000       11.00          759,000.00       261.72
                   382,033        8.4375      3,223,403.40     1,111.52
                   -------                   -------------    ---------
                   600,000 (2)               $5,296,356.40    $1,826.33
                   =======                   =============    =========

     (1) Estimated solely to determine the registration fee.  Based on the
         option exercise price for stock options already granted under the
         Plan and on the average of the high and low sales prices per share
         of Common Stock of the Company with respect to shares of Common
         Stock remaining to be granted under the Plan. 

     (2) Plus such indeterminate number of additional shares of Common
         Stock as may be required in the event of a stock dividend, reverse
         stock split or combination of shares, recapitalization or other
         change in the Company's capital stock.

                                EXPLANATORY NOTE
                                ----------------

     The Reoffer Prospectus which is filed as a part of this Registration
     Statement has been prepared in accordance with the requirements of
     Part I of Form S-3 and may be used for reoffers or resales of the
     Common Stock of Ambassadors International, Inc., a Delaware
     corporation (the "Company"), acquired by "affiliates" (as such term is
     defined in Rule 405 of the General Rules and Regulations under the
     Securities Act of 1933 (the "Securities Act")), pursuant to the
     exercise of options granted under the Company's 1995 Equity
     Participation Plan.  Pursuant to General Instruction C(2) of Form S-8,
     the Reoffer Prospectus may be supplemented pursuant to Rule 424(b)
     under the Securities Act as the names of additional persons and the
     amount of securities available to be resold by them pursuant to the
     Reoffer Prospectus become known.

     The documents containing  the information specified in Part I of this
     Form S-8 Registration Statement will be sent or given to participants
     in the Company's 1995 Equity Participation Plan as specified by Rule
     428(b)(1).  Such documents, and the documents incorporated by
     reference in this Registration Statement pursuant to Item 3 of Part II
     of this Form S-8, taken together, constitute a prospectus that meets
     the requirements of Section 10(a) of the Securities Act.
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION IN REOFFER
            PROSPECTUS OF INFORMATION REQUIRED BY PART I OF FORM S-3

         FORM S-3 ITEM NUMBERLOCATION/HEADING IN PROSPECTUS

     1.  Forepart of Registration       Cover Page
         Statement and Outside
         Front Cover Page of
         Prospectus

     2.  Inside Front and Outside       Available Information;
         Back Cover Page of             Documents Incorporated by
         Prospectus                     Reference; Table of Contents

     3.  Summary Information, Risk      Risk Factors
         Factors and Ratio of
         Earnings to Fixed Charges

     4.  Use of Proceeds                Not Applicable

     5.  Determination of Offering      Not Applicable
         Price

     6.  Dilution                       Not Applicable

     7.  Selling Security Holders       Selling Stockholders

     8.  Plan of Distribution           Plan of Distribution

     9.  Description of Securities      Documents Incorporated by
         to be Registered               Reference

     10. Interests of Named Experts     Not Applicable
         and Counsel

     11. Material Changes               Not Applicable

     12. Incorporation of Certain       Documents Incorporated by
         Information                    Reference

     13. Disclosure of Commission       Part II, Item 9, Undertakings
         Position on
         Indemnification for
         Securities Act Liabilities
REOFFER PROSPECTUS

                                 600,000 SHARES

                         AMBASSADORS INTERNATIONAL, INC.

                                  Common Stock

     This Prospectus relates to the sale of an aggregate of up to 600,000
     shares (the "Shares"), of the common stock, par value $.01 per share
     (the "Common Stock"), of Ambassadors International, Inc., a Delaware
     corporation (the "Company"), which may be offered from time to time by
     certain stockholders of the Company (the "Selling Stockholders"), who
     may be deemed "affiliates" of the Company (as such term is defined in
     Section 405 of the General Rules and Regulations Under the Securities
     Act of 1933, as amended), which may be acquired by the Selling
     Stockholders pursuant to the Company's 1995 Equity Participation Plan. 

     The Selling Stockholders may from time to time offer their shares of
     Common Stock to purchasers directly or through agents, brokers or
     dealers.  Such shares may be sold at market prices prevailing at the
     time of sale or at negotiated prices.  

     The Company will not receive any proceeds from the sale of the Common
     Stock offered by the Selling Stockholders hereby.  All expenses of
     registration incurred in connection with this offering are being borne
     by the Company, but all brokerage commissions and other expenses
     incurred by individual Selling Stockholders will be borne by such
     Selling Stockholders.

     The Common Stock is traded on the Nasdaq National Market under the
     symbol "AMIE."  On September 10, 1996 the last reported sale price of
     the Common Stock on the Nasdaq National Market was $8.00 per share.  

                              _____________________

        SEE "RISK FACTORS," COMMENCING ON PAGE 6 OF THIS PROSPECTUS, FOR
          A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
           PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
                              ____________________

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION 
               OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
                   ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
                       ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE 

                 The date of this Prospectus is October 3, 1996.
TABLE OF CONTENTS 

     AVAILABLE INFORMATION

     DOCUMENTS INCORPORATED BY REFERENCE

     THE COMPANY

     RISK FACTORS

     USE OF PROCEEDS

     SELLING STOCKHOLDERS

     PLAN OF DISTRIBUTION

     LEGAL MATTERS

     EXPERTS

                              AVAILABLE INFORMATION

     The Company is subject to the information requirements of the
     Securities Exchange Act of 1934 (the "Exchange Act"), and in
     accordance therewith files reports, proxy materials and other
     information with the Securities and Exchange Commission (the
     "Commission").  Such reports, proxy materials and other information
     can be inspected and copied at the public reference facilities
     maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
     N.W., Washington, D.C. 20549, and at the following Regional Offices of
     the Commission:  Seven World Trade Center, 13th Floor, New York, N.Y.
     10048 and 500 West Madison Street, Chicago, Illinois 60661.  Copies of
     such material can also be obtained from the Public Reference Section
     of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
     Washington, D.C. 20549, at prescribed rates.  In addition, such
     material can be inspected at the offices of the National Association
     of Securities Dealers, Inc., at 1735 K Street, N.W., Washington, D.C.
     20006.  The Commission maintains a website that contains reports,
     proxy and information statements and other information regarding
     registrants that file electronically with the Commission.

     The Company has filed a registration statement (the "Registration
     Statement") on Form S-8 with respect to the Common Stock offered
     hereby with the Commission under the Securities Act of 1933, as
     amended (the "Securities Act").  This Prospectus, which constitutes a
     part of the Registration Statement, does not contain all the
     information set forth in the Registration Statement, certain items of
     which are contained in schedules and exhibits to the Registration
     Statement as permitted by the rules and regulations of the Commission. 
     Statements contained in this Prospectus as to the contents of any
     agreement, instrument or other document referred to are not
     necessarily complete.  With respect to each such agreement, instrument
     or other document filed as an exhibit to the Registration Statement,
     reference is made to the exhibit for a more complete description of
     the matter involved, and each such statement shall be deemed qualified
     in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE 

     The following documents have been filed with the Commission and are
     incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1995, filed pursuant to Section 13(a) of the
          Securities Exchange Act of 1934, as amended, containing audited
          financial statements for the fiscal year ended December 31, 1995.

     (b)  The Company's quarterly reports on Form 10-QSB for the fiscal
          quarters ended March 31, 1996 and June 30, 1996, and all other
          reports, if any, filed by the Company pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934 since the end of
          the fiscal year ended December 31, 1995.

     (c)  The description of the Company's Common Stock contained in its
          Registration Statement on Form S-1 (Registration No. 33-93586),
          as filed with the Commission on June 16, 1995, including any
          amendment or report filed for the purpose of updating such
          description.  

     (d)  The Company's Report on Form 8-K dated January 19, 1996.

     (e)  The Company's Report on Form 8-K dated February 6, 1996.

     (f)  The Company's Report on Form 8-K dated July 8, 1996.

     (g)  The Company's Report on Form 8-K dated August 9, 1996.

     All documents filed by the Registrant pursuant to Section 13(a),
     13(c), 14 and 15(d) of the Exchange Act after the date hereof and
     prior to the filing of a post-effective amendment to this registration
     statement which indicates that all securities offered hereunder have
     been sold, or which deregisters all securities then remaining unsold
     under this registration statement, shall be deemed to be incorporated
     by reference in this registration statement and to be a part hereof
     from the date of filing of such documents.  Any statement contained in
     a report or document shall be deemed to be modified or superseded for
     purposes of this Prospectus to the extent that a statement contained
     herein or in a subsequently filed document which also is or is deemed
     to be incorporated by reference in this Prospectus modifies or
     supersedes such statement.  Any such statement so modified or
     superseded shall not be deemed, except as so modified or superseded,
     to constitute a part of this Prospectus.

     The Company undertakes to provide without charge to each person to
     whom a copy of this Prospectus is delivered, upon the written or oral
     request of such person, a copy of any or all of the documents referred
     to above which have been or may be incorporated by reference herein
     (other than exhibits to such documents unless such exhibits are
     specifically incorporated by reference in such documents).  Requests
     for such copies should be directed to Ambassadors International, Inc.,
     110 S. Ferrall Street, Spokane, Washington 99202, Attn:  Corporate
     Secretary (telephone (509) 534-6200).
THE COMPANY 

     Ambassadors International, Inc., a Delaware corporation, and its
     consolidated subsidiaries (collectively, the "Company"), organizes,
     markets and operates international educational travel programs for
     students and adults.  Since its founding in 1967, the Company has
     offered its programs to both students and adults through its "Student
     Ambassador Programs" and "Citizen Ambassador Programs."  The Company's
     Student Ambassador Programs provide an opportunity for high school and
     junior high school students to visit one or more foreign countries to
     learn about the politics, economy and culture of such countries.  The
     Company's Citizen Ambassador Programs provide adults with common
     interests the opportunity to travel abroad to meet and exchange ideas
     with foreign citizens that have similar backgrounds, interests or
     professions.  The Company believes that its programs provide
     participants with enriching experiences and deeper understandings of
     foreign cultures and peoples than visits arranged independently or
     through travel agencies.  In 1994 and 1995, approximately 11,200
     people and approximately 11,600 people, respectively, traveled on the
     Company's programs.  From 1983 through 1995, the Company increased the
     annual number of program participants from approximately 3,500 to
     approximately 11,600.

     A substantial percentage of the Company's programs are organized in
     connection with People to People International ("People to People"), a
     private, non-profit organization dedicated to the promotion of world
     peace through cultural exchange.  People to People was founded by
     President Dwight D. Eisenhower in 1956 and was originally administered
     by the U.S. State Department.  Over its history, eight U.S. presidents
     have served as Honorary Chairmen of People to People, including
     President Bill Clinton, who currently holds that position. 

     Subject to certain exceptions, the Company's agreements with People to
     People give the Company the exclusive right to develop and conduct
     programs for kindergarten through college age students using the
     People to People name, and the Company is currently the only travel
     provider with the right to develop and conduct programs for adults
     using the People to People name.  The Company believes that its long
     association with People to People has been a major factor in its
     ability to provide quality, educational student and adult travel
     programs and that this relationship provides the Company with greater
     access to foreign governmental agencies and officials and foreign
     institutions.  The Company is able to organize travel programs for its
     student and adult ambassadors featuring events and speakers which have
     been made available to the Company by virtue of its association with
     People to People. 

     Student Ambassador Program delegations depart during the summer and
     generally travel for 21 days, during which time each delegation visits
     one or more foreign countries.  Each delegation generally consists of
     approximately 35 students and several teachers, who act as the
     delegation's leaders.  Teachers and students comprising a delegation
     generally come from the same locale.  Local guides generally assist
     the delegation in their travels.  Programs are designed by the
     Company's staff of international planners and researchers to provide
     an educational and entertaining travel experience by exposing students
     to the history, government, economy and culture of the country or
countries visited.  In most instances, the Company also arranges to
     provide students the opportunity for a "homestay" (a brief stay with a
     host family), which gives students a glimpse of daily life in the
     visited country.  Students who complete certain written assignments
     and other projects can receive high school and university credit for
     their participation in the program.  Universities throughout the
     United States recognize the Company's programs with credit, including
     Stanford University, University of California at Los Angeles, and
     Georgetown University. 

     The Citizen Ambassador Program, unlike the Student Ambassador Program,
     operates year-round and is generally designed to provide a more
     specialized adult educational experience.  Adult programs generally
     last from 10 days to two weeks and are designed to provide adults with
     similar backgrounds or common interests the opportunity to exchange
     information and ideas with their counterparts in other countries. 
     Unlike travel programs provided by travel agencies, these specialty
     programs are intended largely as "working" trips, with a significant
     amount of the participant's time involved in organized meetings,
     seminars and round-table discussions with their foreign counterparts,
     inspection visits to major foreign facilities and institutions and
     informal gatherings with foreign counterparts.  Each program is led by
     a delegation leader chosen by the Company based upon his or her
     recognition in the field and expertise regarding the special focus of
     the particular program. 

     In January 1995, John A. Ueberroth and Peter V. Ueberroth
     (collectively, the "Ueberroths"), acquired approximately 43% of the
     stock of the Company from the four former stockholders of the Company,
     and John A. Ueberroth was appointed Chief Executive Officer and
     President of the Company and both Peter and John Ueberroth became
     directors of the Company.  The Ueberroths have substantial travel
     industry experience.  In 1963, Peter V. Ueberroth founded First Travel
     Corporation.  John Ueberroth joined First Travel Corporation in 1968. 
     The Ueberroths managed First Travel Corporation until shortly before
     its sale in 1979 to the Carlson Companies.  At the time of the sale,
     First Travel Corporation was one of the largest travel companies in
     North America, with approximately 100 wholly-owned retail agencies, a
     hotel management company and a national reservation service. 
     Following the sale, John Ueberroth became the President of the Carlson
     Travel Group, a position he held until 1989.  During this period, the
     Carlson Travel Group's sales increased from approximately $125 million
     in 1980 to approximately $3.6 billion in 1989.  John Ueberroth has
     also served as Chairman of the United States Tour Operators
     Association (1989) and Chairman of the Travel Industry Association of
     America (1986-87).  

     On January 19, 1996, the Company acquired from the sole stockholder of
     The Helin Organization, a California corporation, all of the issued
     and outstanding capital stock of The Helin Organization, in exchange
     for shares of the Company's Common Stock.  The Helin Organization has
     its principal place of business in Newport Beach, California and
     specializes in serving corporate incentive travel programs and
     domestic and international management meetings.
On February 6, 1996, the Company acquired substantially all of the
     assets of M.L. Bright Associates doing business as American People
     Ambassador Programs in Winnebago, Illinois.  The acquisition of assets
     included the assignment of the general contract with People to People
     International for adult education and exchange programs.

     The principal executive offices of the Company are located at Dwight
     D. Eisenhower Building, 110 S. Ferrall Street, Spokane, Washington
     99202.  Its telephone number is (509) 534-6200.
RISK FACTORS

     PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY SHOULD
     CONSIDER CAREFULLY THE INFORMATION SET FORTH BELOW, AS WELL AS THE
     OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, IN DETERMINING WHETHER
     TO PURCHASE SHARES OF COMMON STOCK OFFERED HEREBY.

     International Operations and Natural Occurrences
     ------------------------------------------------

     Because substantially all of the Company's travel programs are
     conducted outside the United States, the Company's operations are
     subject to special risks inherent in doing business internationally. 
     Such risks include the adverse effects on operations from war,
     international terrorism, civil disturbances, political instability,
     governmental activities and deprivation of contract rights.  Periods
     of international unrest may reduce demand for the Company's travel
     programs and could have a material adverse effect on the Company's
     business and results of operations.  Examples of such events which
     have adversely affected the Company's operations include terrorist
     activities generally, the Gulf War in 1991, civil unrest in the
     People's Republic of China ("China") in 1989 and the Chernobyl
     disaster in 1986.  In 1995, approximately 32% of the Company's
     revenues were derived from its programs in the South Pacific
     (predominantly Australia and New Zealand), 38% of its revenues were
     derived from its programs in Europe (predominantly the United Kingdom)
     and 19% of its revenues were derived from its programs in China.  The
     Company expects gross receipts from programs to these countries to
     continue to account for a majority of its gross receipts in 1996.  The
     occurrence of any of the events described above in one or more of
     these countries would have a material adverse effect on the Company. 
     Demand for the Company's travel programs also may be adversely
     affected by natural occurrences such as hurricanes, earthquakes,
     epidemics and flooding in geographic regions in which the Company
     conducts its travel programs.

     Acquisitions; Expansion of Business
     -----------------------------------
     Part of the Company's business strategy is to acquire selected travel
     service businesses which will complement its existing business.  The
     Company's ability to acquire these businesses is dependent in part
     upon management's relationship with the owners of these businesses,
     many of which are small and closely held by individual stockholders. 
     In addition, the Company will be competing for expansion opportunities
     with other companies, many of which have greater name recognition,
     marketing support and financial resources than the Company.  There can
     be no assurance that the Company will be able to identify, pursue or
     acquire any targeted businesses.

     The Company has had preliminary acquisition discussions with, or has
     evaluated the potential acquisition of, several companies in the last
     several months, and is currently in negotiations concerning a
     potential acquisition which, if ultimately consummated, may be
     material in size and scope to the Company's business.  If the Company
     proceeds with any acquisition, and if such acquisition is relatively
large and consideration is in the form of cash, a substantial portion
     of the Company's available cash could be used in order to consummate
     any such acquisition.  The Company may also seek to finance any such
     acquisition through additional debt or equity financings, and there
     can be no assurance that such financing will be available on
     acceptable terms or at all.

     Acquisitions involve a number of special risks, including the
     diversion of management's attention to the assimilation of the
     operations and personnel of the acquired companies, the potential loss
     of key employees of acquired companies, adverse short-term effects on
     the Company's reported operating results and the amortization of
     acquired intangible assets.  No assurance can be given that any
     acquisition by the Company will or will not occur, that if an
     acquisition does occur that it will not materially and adversely
     affect the Company or that any such acquisition will be successful in
     enhancing the Company's business.

     The Company's future results of operations will also depend in part on
     its ability to successfully expand internally by increasing its
     marketing efforts to potential student and adult program participants,
     by introducing new student and adult programs, including less-
     specialized adult programs, and to manage any future growth.  No
     assurance can be given that the Company will be able to successfully
     expand its existing marketing efforts, develop and introduce new
     student or adult programs or manage future growth as successfully as
     it has done to date.

     Seasonality; Fluctuations in Quarterly Results
     ----------------------------------------------
     The Company's business is highly seasonal.  The Company recognizes
     gross program receipts, revenues and program pass through expenses
     upon the overseas departure of the program participant.  The majority
     of the Company's travel programs are scheduled in May through July of
     each year.  Substantially all of the Company's operating income is
     generated in this period, which historically has offset the operating
     losses incurred during the rest of the year.  The Company anticipates
     that this trend will continue for the foreseeable future.  The
     Company's annual results would be adversely affected if the Company's
     revenues were to be substantially below seasonal norms during the
     second and third quarters of the year.  The Company's operating
     results may fluctuate as a result of many factors, including the mix
     of programs and program destinations offered by the Company and its
     competitors, the introduction and acceptance of new programs and
     program enhancements by the Company and its competitors, timing of
     program bookings, competitive conditions in the industry, marketing
     expenses, extreme weather conditions, international conflicts,
     economic factors and other considerations affecting travel.

     Competition
     -----------
     The travel industry in general, and the educational segment of the
     travel industry in particular, is highly competitive.  The Company's
     student programs compete with other companies that provide similar
     educational travel programs for students as well as independent
     programs organized and sponsored by local teachers with the assistance
of local travel agents and with semester or year-long outbound
     university programs designed to provide college age students an
     opportunity to study abroad.  In addition, People to People retains
     the right under its contract with the Company to offer programs to
     college students for studies abroad.  The Company's adult educational
     programs compete with other companies that currently offer a limited
     number of programs in connection with People to People.  In addition,
     the Company's adult programs compete with independent professional
     associations that sponsor and organize their own travel programs
     through the assistance of local travel agents with tour operators and
     other organizations that design travel programs for adults.

     The Company believes that the barriers to entry for any future
     competitors are relatively low.  Certain companies engaged in the
     travel business, although not currently competing directly with the
     Company, have substantially greater financial, marketing and sales
     resources than the Company.  There can be no assurance that the
     Company's present competitors or competitors that choose to enter the
     marketplace in the future will not exert significant competitive
     pressures on the Company.  Such competition could have a material
     adverse effect on the Company.

     Dependence on "People to People"
     --------------------------------
     The Company's agreements with People to People give the Company the
     exclusive right to develop and conduct programs for kindergarten
     through college age students using the People to People name and the
     non-exclusive right to develop and conduct programs for adults using
     the People to People name, subject in each case to certain exceptions. 
     The Company's agreements with People to People, however, allow People
     to People to continue to conduct college and professional seminars and
     internship programs and to develop other student activities and adult
     programs.  The contracts expire in 2005 and may be renewed for
     successive 10 year periods, but either party has the right to
     terminate either of such contracts at the end of any 10 year period
     upon six months' prior notice.  The Company believes that it derives
     benefit from its ability to market its programs using the People to
     People name.  If the Company's agreement with People to People is
     terminated or if the Company is unable to use the People to People
     name to market new programs or destinations, the Company could be
     materially adversely affected.

     Fluctuation of Currency Exchange Rates
     --------------------------------------
     Many of the Company's arrangements with its foreign-based suppliers
     require payment to be made in foreign currencies.  Any decrease in the
     value of the U.S. dollar in relation to foreign currencies has the
     effect of increasing the cost of the services to be provided.  Since 
     late 1993, the Company generally has purchased forward contracts to
     help manage program costs and hedge against foreign currency valuation
     increases.  While the ability to utilize forward contracts for the
     delivery of foreign currencies can mitigate the effect of increased
     program costs and foreign currency exchange fluctuations, there can be
     no assurance that increased program costs relating to such currency
     fluctuations will not be substantial in future periods.  The Company's
contract with program participants provides the Company the option,
     and historically the Company has attempted, to pass along any increase
     in program costs resulting from currency fluctuations to program
     participants.  Nonetheless, there can be no assurance that the Company
     will be able to increase program prices to offset any such cost
     increases in the future and any failure to do so could have a material
     adverse effect on the Company's business and results of operations.

     Casualty Losses
     ---------------
     Due to the nature of its business, the Company may be subject to
     liability claims arising out of accidents or disasters causing injury
     to participants in its programs, including claims for serious personal
     injury or death.  The Company believes that it has adequate liability
     insurance for risks arising in the normal course of its business. 
     Although the Company has never experienced a liability claim for which
     it did not have adequate insurance coverage, there can be no assurance
     that insurance coverage will be sufficient to cover one or more large
     claims or that the applicable insurer will be solvent at the time of
     any covered loss.  Further, there can be no assurance that the Company
     will be able to obtain insurance coverage at acceptable levels and
     cost in the future.  Successful assertion against the Company of one
     or a series of large uninsured claims, or of one or a series of claims
     exceeding any insurance coverage, could have a material adverse effect
     on the Company's business and results of operations.

     Dependence on Key Personnel
     ---------------------------
     The Company's success has been and will be dependent to a large degree
     on its ability to retain the services of its existing senior
     management.  The loss of the services of any of the key management
     personnel could have a material adverse effect on the Company's
     business and results of operations.

     Continued Control of the Company by Current Management
     ------------------------------------------------------
     Management of the Company currently beneficially owns approximately
     46% of the outstanding shares of the Company's Common Stock. 
     Accordingly, current management owns close to a majority of the
     Company's common stock and, therefore, will effectively be able to
     exercise voting control of the Company, be able to elect all of the
     Company's directors and be able to determine the outcome of any matter
     being voted upon by the Company's stockholders, including any merger,
     sale of assets or other change in control of the Company.  Current
     management's ownership position, together with the antitakeover
     effects of certain provisions contained in the Company's Certificate
     of Incorporation and Bylaws, may have the effect of delaying or
     preventing a change of control of the Company.
Potential Volatility of Stock Price
     -----------------------------------
     There can be no assurance that an active trading market for the Common
     Stock will be sustained.  From time to time, the stock market
     experiences significant price and volume volatility, which may affect
     the market price of the Common Stock for reasons unrelated to the
     Company.

     Shares Eligible for Future Sale
     -------------------------------
     Sales of the Company's Common Stock in the public market after this
     offering could adversely affect the market price of the Company's
     Common Stock and could impair the Company's future ability to raise
     capital through the sale of its equity securities.  As of June 30,
     1996, the Company had 6,615,030 outstanding shares of Common Stock. 
     Of these shares, 2,300,000 shares sold in the Company's initial public
     offering in August 1995 (1,540,000 sold by the Company and 760,000
     sold by certain selling stockholders), are available for resale in the
     public market without restriction.  The remaining 4,315,030 shares
     (the "Restricted Shares"), are "restricted securities" within the
     meaning of Rule 144 under the Securities Act of 1993, as amended (the
     "Securities Act"), and may not be sold in the absence of registration
     under the Securities Act unless an exemption from registration is
     available, including the exemption contained in Rule 144.  All of the
     Restricted Shares are either currently eligible for sale under Rule
     144 or will become eligible for sale under Rule 144 prior to January
     1997.  Once Restricted Shares are eligible to be sold under Rule 144,
     they may be sold subject to certain volume and other resale
     restrictions.  In addition, the Company has registered 600,000 shares
     of Common Stock which may be issued upon exercise of stock options
     issued in connection with the Company's 1995 Equity Participation
     Plan, all of which shares of Common Stock will be available for resale
     in the public market without restriction.  Further, in connection with
     the Company's initial public offering, the Company granted the
     Ueberroths, their family members and certain others holding shares of
     the Company's Common Stock demand and incidental, or "piggyback,"
     registration rights which currently allow them to require that the
     Company register under the Securities Act all or part of the Common
     Stock held by them.  

                                USE OF PROCEEDS 

     All of the shares of Common Stock offered hereby are being offered by
     the Selling Stockholders.  The Company will not receive any proceeds
     from the sale of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS

     The following table sets forth, as of September 1, 1996: (i) the name
     and position of each of the Selling Stockholders; (ii) the number of
     shares of Common Stock owned by each Selling Stockholder; (iii) the
     number of shares of Common Stock covered by this Prospectus and (iv)
     the amount and percentage of the Common Stock to be owned by each
     Selling Stockholder after completion of this offering, assuming the
     sale of all shares of Common Stock covered by this Prospectus.  The
     Company may supplement this Prospectus from time to time to disclose
     additional Selling Stockholders.  The shares to be sold pursuant to
     this offering include all shares of Common Stock issuable to each
     person upon the exercise of options granted under the Company's 1995
     Equity Participation Plan ("Option Shares"), some of which are not
     exercisable as of the date hereof.  Any Option Shares to be issued
     upon the exercise of options which are not exercisable within 60 days
     of the date hereof have not been included in the number of shares
     owned in the second column of the table.

                            Shares                        Shares Owned
                         Owned as of                     After Offering
                         September 1,     Shares      --------------------
     Name and Position     1996 (1)     Offered (2)   Number    Percentage
     -----------------   ------------   -----------   -------   ----------
     James L. Easton,
       Director             2,500(3)      10,000            0        *
     John C. Spence,
       Director             3,500(3)      10,000        1,000        *
     Rafer L. Johnson,
       Director             2,500(3)      10,000            0        *
     Jeffrey D. Thomas,
       Chief Financial 
       Officer            117,600(4)      50,000      111,350       1.5%
     Richard D.C. 
       Whilden,
       Director             5,120(3)      10,000            0        *
     Peg Sestero,
      Vice President--
       Finance              2,500(3)      12,500            0        *

     * less than 1%

     (1) Includes shares issuable upon the exercise of options that are
         exercisable within 60 days of the date hereof.  The shares
         underlying such options are deemed to be outstanding for the
         purpose of computing the percentage of outstanding stock owned by
         such persons individually and by each group of which they are a
         member, but are not deemed to be outstanding for the purpose of
         computing the percentage ownership of any other person.

     (2) Includes all shares of Common Stock that may be received upon
         exercise of options granted to date, whether or not such options
         are currently vested.
(3) Includes options to purchase 2,500 shares exercisable within 60
         days. 

     (4) Includes options to purchase 6,250 shares exercisable within 60
         days.  Includes 111,350 shares owned by the Jeffrey D. Thomas &
         Keri U. Thomas Trust UA April 9, 1996.

     The preceding table reflects all Selling Stockholders who are eligible
     to reoffer and resell Common Stock, whether or not they have a present
     intent to do so.  There is no assurance that any of the Selling
     Stockholders will sell any or all of the Common Stock offered by them
     hereunder.  The inclusion in the foregoing table of the individuals
     named therein shall not be deemed an admission that any such
     individuals are "affiliates" of the Company.

                              PLAN OF DISTRIBUTION

     The shares of Common Stock being sold by the Selling Stockholders are
     being sold for their own accounts.  The Company will not receive any
     of the proceeds from such sales of Common Stock.

     The distribution of the Common Stock by the Selling Shareholders may
     be effected from time to time, in one or more transactions, at prices
     and upon terms then obtainable on the Nasdaq National Market, at
     prices related to the prevailing market prices, at negotiated prices
     or otherwise.  In the event that one or more brokers or dealers sells
     Common Stock it may do so by purchasing Common Stock as principal or
     by selling the Common Stock as agent.  If sales are made through
     brokers or dealers, any commissions and fees will be paid by the
     Selling Stockholders.  Such brokers or dealers and other participating
     brokers or dealers may be deemed to be "underwriters" within the
     meaning of the Securities Act in connection with such sales.

                                  LEGAL MATTERS

     The validity of the issuance of the shares of Common Stock offered
     hereby will be passed upon for the Company by Richman, Lawrence, Mann,
     Greene, Chizever, Friedman & Phillips, Beverly Hills, California.

                                     EXPERTS

     The consolidated balance sheets as of December 31, 1995 and 1994 and
     the consolidated statements of income, changes in stockholders' equity
     and cash flows for each of the three years in the period ended
     December 31, 1995, incorporated by reference in this Prospectus, have
     been incorporated herein in reliance on the report, which includes an
     explanatory paragraph describing the changes in the methods of
     accounting for debt and equity securities and income taxes, of Coopers
     & Lybrand, L.L.P., independent accountants, given on the authority of
     that firm as experts in accounting and auditing.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
     REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
     CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
     INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
     AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER.  NEITHER THE
     DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER 
     ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
     CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
     INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
     ITS DATE.  HOWEVER, IF ANY MATERIAL CHANGE OCCURS WHILE THIS
     PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS PROSPECTUS WILL BE
     AMENDED OR SUPPLEMENTED ACCORDINGLY.  THIS PROSPECTUS DOES NOT
     CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
     SECURITIES OTHER THAN THE SHARES OFFERED BY THIS PROSPECTUS, NOR DOES
     IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
     THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
     SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
     OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
     WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
Part II -- Information Required in the Registration Statement

     Item 3.  Incorporation of Documents by Reference
     ------------------------------------------------

     The following documents are incorporated by reference in this
     registration statement.

     (a)  Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended December 31, 1995, filed pursuant to Section 13(a) of the
          Securities Exchange Act of 1934, as amended.

     (b)  Registrant's quarterly reports on Form 10-QSB for the fiscal
          quarters ended March 31, 1996 and June 30, 1996, and all other
          reports, if any, filed by the Company pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934 since the end of
          the fiscal year ended December 31, 1995.

     (c)  The description of the Registrant's Common Stock contained in the
          Registration Statement on Form S-1 (Registration No. 33-93586),
          as filed with the Commission on June 16, 1995, including any
          amendment or report filed for the purpose of updating such
          description.

     (d)  The Company's Current Report on Form 8-K dated January 19, 1996.

     (e)  The Company's Current Report on Form 8-K dated February 6, 1996.

     (f)  The Company's Report on Form 8-K dated July 8, 1996.

     (g)  The Company's Report on Form 8-K dated August 9, 1996.

     All documents filed by the Registrant pursuant to Section 13(a), 13(c)
     14 and 15(d) of the Exchange Act after the date of this registration
     statement and prior to the filing of a post-effective amendment to
     this registration statement which indicates that all securities
     offered hereunder have been sold, or which deregisters all securities
     then remaining unsold under this registration statement, shall be
     deemed to be incorporated by reference in this registration statement
     and to be a part hereof from the date of filing of such documents.

     Item 4.  Description of Securities.
     -----------------------------------

     Not applicable; the class of securities to be offered is registered
     under Section 12 of the Exchange Act.

     Item 5.  Interest of Named Experts and Counsel.
     -----------------------------------------------

     Not applicable.
Item 6.  Indemnification of Directors and Officers.
     ---------------------------------------------------

     The Company's Certificate of Incorporation provides that to the
     fullest extent permitted by the Delaware General Corporation Law
     ("Delaware Law"), a Director of the Company shall not be liable to the
     Company or its stockholders for monetary damages for breach of
     fiduciary duty as a director.  Under current Delaware Law, liability
     of a director may not be limited (i) for any breach of the director's
     duty of loyalty to the Company or its stockholders, (ii) for acts or
     omissions not in good faith or that involve intentional misconduct or
     a knowing violation of law, (iii) in respect of certain unlawful
     dividend payments or stock redemptions or repurchases and (iv) for any
     transaction from which the director derives an improper personal
     benefit.  The effect of the provision of the Company's Certificate of
     Incorporation to eliminate the rights of the Company and its
     stockholders (through stockholders' derivative suits on behalf of the
     Company) to recover monetary damages against a director for breach of
     the fiduciary duty of care as a director (including breaches resulting
     from negligent or grossly negligent behavior) except in the situations
     described in clauses (i) through (iv) above.  This provision does not
     limit or eliminate the rights of the Company or any stockholder to
     seek nonmonetary relief such as an injunction or rescission in the
     event of a breach of a director's duty of care.  In addition, the
     Company's Certificate of Incorporation provides that the Company shall
     indemnify its directors, officers, employees and agents against losses
     incurred by any such person by reason of the fact that such person was
     acting in such capacity.

     In addition, the Company has entered into agreements (the
     "Indemnification Agreements") with each of the directors and officers
     of the Company pursuant to which the Company has agreed to indemnify
     such director or officer from claims, liabilities, damages, expenses,
     losses, costs, penalties or amounts paid in settlement incurred by
     such director or officer and arising out of his capacity as a
     director, officer, employee and/or agent of the corporation of which
     he is a director or officer to the maximum extent provided by
     applicable law.  In addition, such director or officer is entitled to
     an advance of expenses to the maximum extent authorized or permitted
     by law to meet the obligations indemnified against.  The
     Indemnification Agreements also obligate the Company to purchase and
     maintain insurance for the benefit and on behalf of its directors and
     officers insuring against all liabilities that may be incurred by such
     director or officer in or arising out of his capacity as a director,
     officer, employee and/or agent of the Company.

     To the extent the Board of Directors or the stockholders of the
     Company may in the future wish to limit or repeal the ability of the
     Company to indemnify directors, such repeal or limitation may not be
     effective as to directors and officers who are currently parties to
     the Indemnification Agreements, because their rights to full
     protection are contractually assured by the Indemnification
     Agreements.  It is anticipated that similar contracts may be entered
     into, from time to time, with future directors of the Company.
Item 7.  Exemption from Registration Claimed.
     ---------------------------------------------

     Not applicable.  

     Item 8.  Exhibits.
     ------------------

     Exhibit
     Number    Description of Document
     -------   ------------------------------------------------------------
     4.1       Certificate of Incorporation of the Registrant (filed as
               Exhibit 3.1 of the Company's Registration Statement on Form
               S-1 (Registration No. 33-93586) (the "Registration
               Statement") and incorporated herein by reference)

     4.2       By-laws of the Registrant (filed as Exhibit 3.2 of the
               Registration Statement and incorporated herein by reference)

     4.3       1995 Equity Participation Plan (filed as Exhibit 10.3 of the
               Registration Statement and incorporated herein by reference)

     5         Opinion of Richman, Lawrence, Mann, Greene, Chizever,
               Friedman & Phillips

     24.1      Consent of Coopers & Lybrand L.L.P.

     24.2      Consent of Richman, Lawrence, Mann, Greene, Chizever,
               Friedman & Phillips (included in Exhibit 5)

     25        Power of Attorney

     Item 9.  Undertakings.
     ----------------------

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:
       
               (i)    To include any prospectus required by section
                      10(a)(3) of the Securities Act;

               (ii)   To reflect in the prospectus any facts or events
                      arising after the effective date of the registration
                      statement (or the most recent post-effective
                      amendment thereof) which, individually or in the
                      aggregate, represent a fundamental change in the
                      information set forth in the registration statement;

               (iii)  To include any material information with respect to
                      the plan of distribution not previously disclosed in
                      the registration statement or any material change to
                      such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant to section
               13 or 15(d) of the Exchange Act that are incorporated by
               reference in this registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which
               remain unsold at the termination of the offering.

     (b)  the undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act, each
          filing of the Registrant's annual report pursuant to Section
          13(a) or section 15(d) of the Securities Exchange Act of 1934
          (and where applicable, each filing of an employee benefit plan's
          annual report pursuant to section 15(d) of the Exchange Act) that
          is incorporated by reference in the registration statement shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers
          and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the Registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection which the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
     Registrant certifies that it has reasonable grounds to believe that it
     meets all of the requirements for filing on Form S-8 and has duly
     caused this Registration Statement to be signed on its behalf by the
     undersigned, thereunto duly authorized, in the City of Spokane, State
     of Washington, on September 16, 1996.

                        AMBASSADORS INTERNATIONAL, INC. 

     By:  /s/Jeffrey D. Thomas  
          ----------------------------
          Jeffrey D. Thomas
          Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the dates indicated.

     Signature                  Title                    Date
     ------------------------   ----------------------   ------------------
     *                          President, Chief         September 16, 1996
     --------------------       Executive Officer and
     John A. Ueberroth          a Director
            
                                Chairman and Director    September __, 1996
     ---------------------
     Peter V. Ueberroth

     /s/Jeffrey D. Thomas       Chief Financial Officer  September 16, 1996
     --------------------
     Jeffrey D. Thomas

     *                          Director                 September 16, 1996
     ------------------
     James L. Easton

     *                          Director                 September 16, 1996
     ---------------------
     Richard D. C. Whilden

     *                          Director                 September 16, 1996
     -----------------

     John C. Spence
            
                                Director                 September __, 1996
     -------------------
     Rafer L. Johnson

     *                          Vice President-          September 16, 1996
     --------------             Finance (Chief Account-
     Peg Sestero                ing Officer)

     * By:  /s/Jeffrey D. Thomas
            -----------------------------------
            Jeffrey D. Thomas, Attorney-in-Fact
EXHIBIT INDEX 

     Exhibit    
     Number     Description of Document
     -------    -----------------------------------------------------------
     4.1        Certificate of Incorporation of the Registrant (filed as
                Exhibit 3.1 of the Company's Registration Statement on Form
                S-1 (Registration No. 33-93586) (the "Registration
                Statement") and incorporated herein by reference)

     4.2        By-laws of the Registrant (filed as Exhibit 3.2 of the
                Registration Statement and incorporated herein by
                reference)

     4.3        1995 Equity Participation Plan (filed as Exhibit 10.3 of
                the Registration Statement and incorporated by reference
                herein)

     5          Opinion of Richman, Lawrence, Mann, Greene, Chizever,
                Friedman & Phillips

     24.1       Consent of Coopers & Lybrand L.L.P.

     24.2       Consent of Richman, Lawrence, Mann, Greene, Chizever,
                Friedman & Phillips (included in Exhibit 5)

     25         Power of Attorney