<PAGE>

       As filed with the Securities Exchange Commission on June 18, 1999
                           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 its 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)

              AMENDED AND RESTATED 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.
                            Lance Jon Kimmel, Esq.
                 Richman, Lawrence, Mann, Chizever & Phillips
                      9601 Wilshire Boulevard - Penthouse
                        Beverly Hills, California 90210
                                (310) 274-8300
                             (310) 274-2831 (fax)

--------------------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

<TABLE>
<CAPTION>
                                           Proposed
                                           Maximum         Proposed Maximum
Title of                                   Offering        Aggregate            Amount of
Securities to be       Amount to be        Price per       Offering             Registration
Registered             Registered (1)      Share (2)       Price(2)             Fee (3)
----------------       --------------      ---------       ----------------     ------------
<S>                    <C>                 <C>             <C>                  <C>
Common Stock               262 shares      $13.375          $     3,504.25       $    0.97
                        24,800 shares      $14.438          $   358,062.40       $   99.54
                       774,938 shares      $14.25           $11,042,866.50       $3,069.92
                       --------------                       --------------       ---------
                       800,000 shares                       $11,404,433.15       $3,170.43
</TABLE>

(1)  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.

(2)  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.

(3)  Calculated pursuant to Rule 457(a) and Rule 457(c), based upon the average
     of the high and low prices of the Common Stock on the Nasdaq National
     Market on June 14 1999 which was $14.25.


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

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>

                                 INTRODUCTION

     This Registration Statement on Form S-8 is filed by Ambassadors
International, Inc., a Delaware corporation (the "Company" or the "Registrant"),
relating to 800,000 shares of its Common Stock, par value $.01 per share (the
"Common Stock"), issuable to eligible employees of the Company and its
subsidiaries under the Ambassadors International, Inc. Amended and Restated 1995
Equity Participation Plan (the "Plan").


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.
               ----------------

     Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

     Item 2.   Registrant Information and Employee Plan Annual Information.
               -----------------------------------------------------------

     Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

                                       1
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(i)       The Company's latest Annual Report on Form 10-K for the fiscal year
          ended December 31, 1998;

(ii)      All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since the end of
          the fiscal year covered by the Annual Report referred to in (i) above;
          and

(iii)     The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A under Section 12 of the
          Exchange Act, filed with the Commission on July 12, 1995, including
          any amendment or report filed for the purpose of updating such
          description.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto, which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained therein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

                                       2
<PAGE>

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

     Not applicable.

     Item 5.   Interests 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 is 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 non-monetary 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

                                       3
<PAGE>

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 that 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.
               --------

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

Exhibit
Number         Exhibit Description
------         -------------------

4.1            Ambassadors International, Inc. Amended and Restated 1995 Equity
               Participation Plan

5.1            Legal Opinion of Richman, Lawrence, Mann, Chizever & Phillips.

23.1           Consent of Richman, Lawrence, Mann, Chizever & Phillips
               (contained in Exhibit 5.1).

23.2           Consent of PricewaterhouseCoopers LLP (independent auditors).

24             Power of Attorney (contained on signature page hereto).

                                       4
<PAGE>

     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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 Section 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.

                                       5
<PAGE>

     (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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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 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 Securities 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 with 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 Securities 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 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, Washington, on June 14, 1999.

                              AMBASSADORS INTERNATIONAL, INC.

                              By:       /s/ John A. Ueberroth
                                      -------------------------
                                         John A. Ueberroth
                                        President and Chief
                                         Executive Officer

                                       6
<PAGE>

                               POWER OF ATTORNEY

     Each of the undersigned hereby constitutes and appoints Messrs. John A.
Ueberroth and Jeffrey D. Thomas, and each of them, as his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in any and
all capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitutes may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 14th day of June, 1999.

     Signature                           Title

/s/ John A. Ueberroth         President and Chief Executive
--------------------------    Officer (Principal Executive Officer)
   John A. Ueberroth

/s/ Peter V. Ueberroth        Chairman of the Board of Directors
--------------------------
   Peter V. Ueberroth

/s/ Jeffrey D. Thomas         Chief Financial Officer
--------------------------    (Principal Financial and Accounting Officer)
   Jeffrey D. Thomas

/s/ James L. Easton           Director
--------------------------
   James L. Easton

/s/ Rafer L. Johnson          Director
--------------------------
   Rafer L. Johnson

/s/ John C. Spence            Director
--------------------------
   John C. Spence

/s/ Richard D.C. Whilden      Director
--------------------------
   Richard D.C. Whilden

                                       7
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number         Exhibit Description
------         -------------------

4.1       Ambassadors International, Inc. Amended and Restated 1995 Equity
          Participation Plan

5.1       Legal opinion of Richman, Lawrence, Mann, Chizever, & Phillips

23.1      Consent of Richman, Lawrence, Mann, Chizever & Phillips (contained in
          Exhibit 5.1).

23.2      Consent of PricewaterhouseCoopers LLP (independent auditors).

24        Power of Attorney (contained on signature page hereto).

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20448}]
{"company-data": {"conformed-name": "AMBASSADORS INTERNATIONAL INC", "cik": "0000946842", "assigned-sic": "4700", "irs-number": "911688605", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81023", "film-number": "99648660"}, "business-address": {"street1": "DWIGHT D EISENHOWER BLDG", "street2": "110 S FERRALL ST", "city": "SPOKANE", "state": "WA", "zip": "99202", "phone": "5095346200"}, "mail-address": {"street1": "DWIGHT D EISENHOWER BLDG", "street2": "110 S FERRELL STREET", "city": "SPOKANE", "state": "WA", "zip": "99202"}}
As filed with the Securities Exchange Commission on June 18, 1999
                           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 its 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)

              AMENDED AND RESTATED 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.
                            Lance Jon Kimmel, Esq.
                 Richman, Lawrence, Mann, Chizever & Phillips
                      9601 Wilshire Boulevard - Penthouse
                        Beverly Hills, California 90210
                                (310) 274-8300
                             (310) 274-2831 (fax)

--------------------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
Proposed
                                           Maximum         Proposed Maximum
Title of                                   Offering        Aggregate            Amount of
Securities to be       Amount to be        Price per       Offering             Registration
Registered             Registered (1)      Share (2)       Price(2)             Fee (3)
----------------       --------------      ---------       ----------------     ------------
Common Stock               262 shares      $13.375          $     3,504.25       $    0.97
                        24,800 shares      $14.438          $   358,062.40       $   99.54
                       774,938 shares      $14.25           $11,042,866.50       $3,069.92
                       --------------                       --------------       ---------
                       800,000 shares                       $11,404,433.15       $3,170.43
(1)  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.

(2)  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.

(3)  Calculated pursuant to Rule 457(a) and Rule 457(c), based upon the average
     of the high and low prices of the Common Stock on the Nasdaq National
     Market on June 14 1999 which was $14.25.

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

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.
INTRODUCTION

     This Registration Statement on Form S-8 is filed by Ambassadors
International, Inc., a Delaware corporation (the "Company" or the "Registrant"),
relating to 800,000 shares of its Common Stock, par value $.01 per share (the
"Common Stock"), issuable to eligible employees of the Company and its
subsidiaries under the Ambassadors International, Inc. Amended and Restated 1995
Equity Participation Plan (the "Plan").

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Item 1.   Plan Information.
               ----------------

     Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

     Item 2.   Registrant Information and Employee Plan Annual Information.
               -----------------------------------------------------------

     Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.

                                       1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(i)       The Company's latest Annual Report on Form 10-K for the fiscal year
          ended December 31, 1998;

(ii)      All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since the end of
          the fiscal year covered by the Annual Report referred to in (i) above;
          and

(iii)     The description of the Company's Common Stock contained in the
          Company's Registration Statement on Form 8-A under Section 12 of the
          Exchange Act, filed with the Commission on July 12, 1995, including
          any amendment or report filed for the purpose of updating such
          description.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto, which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

     For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or a statement contained therein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

                                       2
Item 4.   Description of Securities.
               -------------------------

     Not applicable.

     Item 5.   Interests 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 is 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 non-monetary 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

                                       3
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 that 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.
               --------

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

Exhibit
Number         Exhibit Description
------         -------------------

4.1            Ambassadors International, Inc. Amended and Restated 1995 Equity
               Participation Plan

5.1            Legal Opinion of Richman, Lawrence, Mann, Chizever & Phillips.

23.1           Consent of Richman, Lawrence, Mann, Chizever & Phillips
               (contained in Exhibit 5.1).

23.2           Consent of PricewaterhouseCoopers LLP (independent auditors).

24             Power of Attorney (contained on signature page hereto).

                                       4
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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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 Section 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.

                                       5
(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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities 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 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 Securities 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 with 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 Securities 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 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, Washington, on June 14, 1999.

                              AMBASSADORS INTERNATIONAL, INC.

                              By:       /s/ John A. Ueberroth
                                      -------------------------
                                         John A. Ueberroth
                                        President and Chief
                                         Executive Officer

                                       6
POWER OF ATTORNEY

     Each of the undersigned hereby constitutes and appoints Messrs. John A.
Ueberroth and Jeffrey D. Thomas, and each of them, as his attorneys-in-fact and
agents, with full power of substitution and resubstitution for him in any and
all capacities, to sign any and all amendments or post-effective amendments to
this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitutes may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 14th day of June, 1999.

     Signature                           Title

/s/ John A. Ueberroth         President and Chief Executive
--------------------------    Officer (Principal Executive Officer)
   John A. Ueberroth

/s/ Peter V. Ueberroth        Chairman of the Board of Directors
--------------------------
   Peter V. Ueberroth

/s/ Jeffrey D. Thomas         Chief Financial Officer
--------------------------    (Principal Financial and Accounting Officer)
   Jeffrey D. Thomas

/s/ James L. Easton           Director
--------------------------
   James L. Easton

/s/ Rafer L. Johnson          Director
--------------------------
   Rafer L. Johnson

/s/ John C. Spence            Director
--------------------------
   John C. Spence

/s/ Richard D.C. Whilden      Director
--------------------------
   Richard D.C. Whilden

                                       7
EXHIBIT INDEX

Exhibit
Number         Exhibit Description
------         -------------------

4.1       Ambassadors International, Inc. Amended and Restated 1995 Equity
          Participation Plan

5.1       Legal opinion of Richman, Lawrence, Mann, Chizever, & Phillips

23.1      Consent of Richman, Lawrence, Mann, Chizever & Phillips (contained in
          Exhibit 5.1).

23.2      Consent of PricewaterhouseCoopers LLP (independent auditors).

24        Power of Attorney (contained on signature page hereto).

                                       8