<SUBMISSION>
<ACCESSION-NUMBER>0000950148-03-002314
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20030919
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMBASSADORS GROUP INC
<CIK>0001162315
<ASSIGNED-SIC>8200
<IRS-NUMBER>911957010
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-108968
<FILM-NUMBER>03903192
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>110 SOUTH FERRALL STREET
<CITY>SPOKANE
<STATE>WA
<ZIP>99202
<PHONE>5095346200
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>v93143orsv3.htm
<DESCRIPTION>FORM S-3
<TEXT>
<HTML>
<HEAD>
<TITLE>Ambassadors Group, Inc.</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="center"><FONT size="2"><B>As filed with the Securities and
Exchange Commission on September&nbsp;19, 2003</B>
</FONT>


<DIV align="right"><FONT size="2"><B>Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</B>
</FONT></DIV>

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<HR size="1" noshade color="#000000" style="margin-top: -10px">





<P align="center"><FONT size="4"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION
</B></FONT>


<DIV align="center"><FONT size="3"><B>Washington, D.C. 20549</B>
</FONT></DIV>


<P align="center"><FONT size="5"><B>FORM S-3
</B></FONT>


<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</FONT>


<P align="center"><FONT size="6"><B>AMBASSADORS GROUP INC.
</B></FONT>


<DIV align="center"><FONT size="2"><B>(Exact Name of Registrant as Specified in Its Charter)</B>
</FONT></DIV>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>Dwight D. Eisenhower Building</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>110 S. Ferrall Street</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>Spokane, Washington 99202</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>Delaware</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>(509)&nbsp;534-6200</B>
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2"><B>91-1957010</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>(State or Jurisdiction of<BR>
Incorporation or Organization)</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>(Address, Including Zip Code, and Telephone Number,<BR>
Including Area Code, of Registrant</B>&#146;<B>s Principal Executive Offices)</B>
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2"><B>(IRS Employer Identification Number)</B></FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2"><B>Jeffrey D. Thomas<BR>
President and Chief Executive Officer<BR>
110 S. Ferrall Street<BR>
Spokane, Washington 99202<BR>
(509)&nbsp;534-6200<BR>
(Name, Address, Including Zip Code, and Telephone Number,<BR>
Including Area Code, of Agent for Service)</B>
</FONT>


<P align="center"><FONT size="2"><B>Copies to:</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Gerald M. Chizever, Esq</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>Douglas A. Cifu, Esq</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Kresimir Peharda, Esq</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>Paul, Weiss, Rifkind, Wharton &#038; Garrison LLP</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Richman, Mann, Chizever, Phillips &#038; Duboff</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>1285 Avenue of the Americas</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>9601 Wilshire Boulevard, Penthouse</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>New York, New York 10019-6064</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Beverly Hills, California 90210</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>(212)&nbsp;373-3000</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>(310)&nbsp;274-8300; Fax: (310)&nbsp;274-2831</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>Fax: (212)&nbsp;757-3990</B></FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2"><B>Approximate Date of Commencement of Proposed Sale to the Public:<BR>
From time to time after the effective date of this registration statement.</B>
</FONT>

<P align="left"><FONT size="2">If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. <FONT face="Wingdings">&#111;</FONT>
</FONT>

<P align="left"><FONT size="2">If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule&nbsp;415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <FONT face="Wingdings">&#120;</FONT>
</FONT>

<P align="left"><FONT size="2">If this form is filed to register additional securities for an offering
pursuant to Rule&nbsp;462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. <FONT face="Wingdings">&#111;</FONT>
</FONT>

<P align="left"><FONT size="2">If this form is a post-effective amendment filed pursuant to Rule&nbsp;462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. <FONT face="Wingdings">&#111;</FONT>
</FONT>

<P align="left"><FONT size="2">If delivery of the prospectus is expected to be made pursuant to Rule&nbsp;434,
please check the following box. <FONT face="Wingdings">&#111;</FONT>
</FONT>


<P align="center"><FONT size="2">CALCULATION OF REGISTRATION FEE
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Title of Each Class</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount to be</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>of Securities to be Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered(1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Per Share(2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Price (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration Fee</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $.01 value</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,200,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">17.84</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">21,408,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,732</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<HR size="1" width="18%" align="left" noshade>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Pursuant to Rule&nbsp;416 of the Securities Act of 1933, such number of shares
of common stock registered hereby shall include an indeterminate number of
shares of common stock that may be issued in connection with a stock
split, stock dividend, recapitalization or similar event.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Estimated solely for purpose of calculating the registration fee in
accordance with Rule&nbsp;457(c) under the Securities Act of 1933. Based on the
average of the high and low prices per share of Common Stock of the
registrant as reported on the Nasdaq National Market on
September&nbsp;17,
2003.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section&nbsp;8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission acting pursuant to said Section&nbsp;8(a),
may determine.
</FONT>


<P>
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<HR size="4" noshade color="#000000" style="margin-top: -10px">




<P align="center"><FONT size="2">&nbsp;</FONT>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="left"><FONT size="2">THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT AND MAY
BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
</FONT>


<P align="center"><FONT size="2"><B>PROSPECTUS<BR>
Subject to Completion Dated&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2003</B>
</FONT>


<P align="center"><FONT size="2"><B>1,200,000 SHARES</B>
</FONT>


<P align="center"><FONT size="4"><B>AMBASSADORS GROUP INC.</B>
</FONT>


<P align="center"><FONT size="2"><B>COMMON STOCK</B>
</FONT>

<P align="left"><FONT size="2"><B>This prospectus relates to the resale by Invemed Catalyst Fund L.P., which we
refer to in this prospectus as selling stockholder, which is offering to sell up to
1,200,000 shares of our common stock. We are not offering or selling any of the
stock. The selling stockholder may sell the stock on the open market at market
price in ordinary broker transactions or in negotiated transactions, and it may
pay broker commissions in connection with such transactions. We will not
receive any of the proceeds of sale of the stock nor pay any broker commissions
in connection with such sales. Our common stock is quoted on the Nasdaq
National Market under the symbol EPAX. On September&nbsp;17, 2003, the closing
price of our common stock was $17.79 per share.</B>
</FONT>


<P align="center"><FONT size="2"><B>______________________________</B>
</FONT>


<P align="center"><FONT size="2"><B>You should carefully consider each of the risk<BR>
factors described under </B><B><I>RISK FACTORS </I></B><B>beginning<BR>
on page&nbsp;5 of this prospectus.</B>
</FONT>


<P align="center"><FONT size="2"><B>______________________________</B>
</FONT>

<P align="left"><FONT size="2"><B>The selling stockholder and any broker-dealer executing selling orders on
behalf of or purchasing from the selling stockholder may be deemed to be an
&#147;underwriter&#148; within the meaning of the Securities Act. Commissions received
by any such broker-dealer may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.</B>
</FONT>


<P align="center"><FONT size="2"><B>______________________________</B>
</FONT>


<P align="center"><FONT size="2"><B>Neither the Securities and Exchange Commission nor any state<BR>
securities commission has approved or disapproved of these securities<BR>
or determined if this prospectus is truthful or complete.<BR>
Any representation to the contrary is a criminal offense.</B>
</FONT>


<P align="center"><FONT size="2"><B>______________________________</B>
</FONT>


<P align="center"><FONT size="2"><B>The date of this prospectus is
&#091;&nbsp;&nbsp;&nbsp;&nbsp;&#093;, 2003</B>
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>

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<P><HR noshade><P>


<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">PROSPECTUS SUMMARY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">SELLING STOCKHOLDER</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">INCORPORATION OF DOCUMENTS BY REFERENCE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">WHERE YOU CAN FIND MORE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">INDEMNIFICATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="v93143orexv4.txt">Exhibit 4</A></TD></TR>
<TR><TD colspan="9"><A HREF="v93143orexv5.txt">Exhibit 5</A></TD></TR>
<TR><TD colspan="9"><A HREF="v93143orexv23w2.txt">Exhibit 23.2</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>





<P align="center"><FONT size="2"><B>TABLE OF CONTENTS</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Page</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">PROSPECTUS SUMMARY</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;1</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">RISK FACTORS</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;5</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">FORWARD-LOOKING STATEMENTS</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;8</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">USE OF PROCEEDS</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;8</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">SELLING STOCKHOLDER</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;8</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">PLAN OF DISTRIBUTION</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;9</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">LEGAL MATTERS</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">11</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">EXPERTS</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">11</FONT></TD>
</TR>

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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">INCORPORATION OF DOCUMENTS BY REFERENCE</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">11</FONT></TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">WHERE YOU CAN FIND MORE INFORMATION</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">12</FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">INDEMNIFICATION</FONT></DIV></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">12</FONT></TD>
</TR>
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</CENTER>
<P align="left"><FONT size="2"><B>You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information or to make any representations other than those contained
in this offering. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
provided by this prospectus is accurate as of any date other than the date on
the front cover of this prospectus.</B>
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="center"><FONT size="2"><B>PROSPECTUS SUMMARY</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>You should read this summary together with the other information contained
in other parts of this prospectus and the documents which are incorporated by
reference. Because it is a summary, it does not contain all of the information
that you should consider before investing in our common stock. We will provide
copies of documents incorporated by reference to you upon request and without
cost to you.</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The business of Ambassadors Group, Inc. (which we sometimes refer to as
we, us, or Group) has been active since Ambassadors International, Inc.
(Ambassadors) was founded in 1967.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are comprised of several specialized private-label travel programs,
including (i)&nbsp;the &#147;People to People Student Ambassador Programs,&#148; which provide
opportunities for grade school, junior high, and high school students to visit
domestic and foreign destinations to learn about the history, government,
economy and culture of such countries, (ii)&nbsp;the &#147;People to People Sports
Ambassador Programs,&#148; which provide opportunities for junior high and high
school athletes to participate in domestic and international sports travel
programs, and (iii)&nbsp;the &#147;People to People Ambassador Programs,&#148; which provide
foreign travel experiences for professionals, with emphasis on meetings and
seminars between participants and persons in similar professions abroad.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to agreements with People to People International, we organize
and promote educational travel programs for students, professionals and
athletes, principally using the People to People name. People to People
International is a private, non-profit organization dedicated to the promotion
of world peace through cultural exchange. People to People International was
founded by President Dwight D. Eisenhower in 1956 and was originally
administered by the U.S. State Department. Eight U.S. Presidents since
President Eisenhower have served as Honorary Chairman of People to People,
including President George W. Bush, who currently holds that position.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have the exclusive right to develop and conduct student programs for
kindergarten through high school students using the People to People name. We
also have the non-exclusive right to develop, market and operate programs for
professionals, college age, and athletes using the People to People name. These
rights have been granted to us pursuant to agreements with People to People,
which expire in 2010 and may be extended through 2020 at our sole election.
</FONT>


<P align="left"><FONT size="2"><B>Business Overview</B>
</FONT>


<P align="left"><FONT size="2">Student Ambassador Programs
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Student Ambassador Programs provide an opportunity for students in the
fifth through twelfth grades to travel domestically or visit one or more
foreign countries to learn about the history, government, economy and culture
of such countries.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Student Ambassador Program delegations depart during the summer months,
June through August, and generally travel for approximately 14 to 23&nbsp;days,
during which time each delegation travels domestically or visits one or more
foreign countries. Each delegation generally consists of approximately 30 to 40
students and several teachers, who act as the delegation&#146;s leaders. Teachers
and students comprising a delegation generally come from the same locale. Local
guides in each country assist the delegations in their travels.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Programs are designed by our 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 each country, we contract with program
coordinators to provide day-to-day oversight of the programs. Additionally, a
local guide trained by us accompanies the group throughout the duration of its
program. In many instances, we also provide students with the opportunity for a
homestay (a brief stay with a host family) which gives students a glimpse of
daily life in the visited country.
</FONT>


<P align="left"><FONT size="2">Sports Ambassador Programs
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Sports Ambassador Programs provide an opportunity for athletes to
explore the host country&#146;s culture and to participate in international
tournaments with teams from across the world in up to 8 different sports.
Athletes&#146; ages range from 11 to 19
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="left"><FONT size="2">years of age. We market our Sports Ambassador Programs through a combination
of direct mail and local informational meetings.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Participants in the Sports Ambassador Programs depart during the summer
months, June through August, and travel for 9 to 14&nbsp;days. Teams are formed
based on gender and age. Most teams are comprised of athletes from different
states. During a 3 to 4&nbsp;day training camp, all athletes participate in an
individual skill assessment, after which rosters are formed to ensure balanced
and competitive teams. After the formation of rosters, the rest of the training
camp focuses on team practice and fundamentals in preparation for the ensuing
tournament competition.
</FONT>


<P align="left"><FONT size="2">Professional Ambassador Programs
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Professional Ambassador Programs provide professionals with common
interests the opportunity to travel abroad to meet and exchange ideas with
foreign citizens who have similar backgrounds, interests or professions. We
market our Professional Ambassador Programs through a direct mail marketing
effort throughout the year. Programs originate from our internal marketing and
research staff, who identify potential delegation topics and leaders.
Professional programs have been conducted in such areas as agriculture,
economics, education, law, medicine and science.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our Professional Ambassador Programs provide participants
with enriching experiences and deeper understandings of foreign cultures and
people than visits arranged independently or through travel agencies.
Professional Ambassador Programs operate year-round and are generally designed
to provide a specialized adult educational experience. Professional Ambassador
Programs travel 10 to 14&nbsp;days.
</FONT>


<P align="left"><FONT size="2">Other Programs
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Eisenhower Scholar Programs provide a unique international travel
experience specifically designed for university students with an opportunity to
study abroad during their semester or quarter breaks. The curriculum-based
programs focus on specific areas of study such as international business,
medicine, law, diplomacy, humanities, and leadership. In addition, we also
provide Conference Programs giving the opportunity for motivated students with
academic promise, leadership potential and a desire to serve their communities
to travel to a domestic location to exchange ideas with renowned speakers,
field specific experts, professional educators and their peers. This program
is specifically designed for students in the sixth through twelfth grades.
</FONT>


<P align="left"><FONT size="2">Strategic Alliances
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We also operate certain specialty travel programs for domestic travel
markets. We have entered into an alliance with Yosemite National Institutes, a
non-profit organization with operations in Yosemite National Park, Olympic
National Park and Golden Gate National Recreation Area. Our agreement with
Yosemite National Institutes prescribes the nature, scope and pricing of the
travel services provided by Yosemite National Institutes to our
delegates. Our
agreement with Yosemite National Institutes is exclusive, except that Yosemite
National Institutes may conduct its own programs. We have agreements with the
Amateur Athletic Union, Young American Bowling Alliance, and American Youth
Soccer Organization to offer international travel for its players. These
agreements currently do not generate significant revenues.
</FONT>


<P align="left"><FONT size="2">Service Marks
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Group and its subsidiaries have registered a variety of service and
trademarks, including the names &#147;Venture Into the World,&#148; &#147;Citizen Ambassador
Program,&#148; &#147;Initiative For Understanding,&#148; &#147;Travel with a Purpose,&#148; &#147;Student
Ambassador Programs,&#148; &#147;Sports Ambassador,&#148;
&#147;Eisenhower Scholar,&#148; and &#147;American
Ambassador Program.&#148; In addition, we have the right,
subject to certain exceptions, to use People to People&#146;s name, service mark and
logo for use in marketing student, sports, and professional programs. We
believe that the strength of our service and trademarks are valuable to our
business and we intend to continue to protect and promote our marks as
appropriate. However, we believe that our business is not overly dependent upon
any particular trademark or service mark.
</FONT>


<P align="left"><FONT size="2"><B>Relationship With Ambassadors</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to February&nbsp;28, 2002, Group was a wholly owned subsidiary of
Ambassadors. Effective February&nbsp;28, 2002, Ambassadors completed the spin-off of
Group by virtue of a special stock dividend to Ambassadors&#146; stockholders of all
of the
</FONT>
<P align="center"><FONT size="2">2</FONT>

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<P align="left"><FONT size="2">outstanding shares of Group that Ambassadors owned. Trading of our common
stock on the Nasdaq National Market began on March&nbsp;1, 2002 under the symbol
&#147;EPAX.&#148;
</FONT>


<P align="left"><FONT size="2"><B>Growth Strategy</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our strategy is to maintain our quality standards while increasing the
volume of our business. To grow our business, we intend to (i)&nbsp;expand the
marketing and tour volume of our existing student and sports travel programs,
(ii)&nbsp;introduce new student and sport travel programs and strategic alliances,
(iii)&nbsp;expand our professional travel programs, and (iv)&nbsp;pursue acquisition
opportunities.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Expand the Marketing and Tour Volume of Existing Student and Sports Travel
Programs
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;U.S. Census data projects that there will be more than 42.2&nbsp;million people
in the 10 to 19&nbsp;year old age range by 2005. We believe that a large number of
qualified students in this age group are not aware of our youth travel
programs. In light of these factors, we intend to improve our marketing
techniques by targeting additional age groups, making greater use of referrals
from teachers, parents and past student travelers, and expanding and refining
our extensive databases of potential participants.
</FONT>


<P align="left"><FONT size="2">Introduce New Student and Sports Travel Programs and Strategic Alliances
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We continually seek to develop and introduce additional innovative,
educational travel experiences. We intend to continue to maintain our contacts
with foreign governmental agencies and officials and intend to continue to
utilize these and other foreign contacts to organize opportunities for our
program participants that other travel programs do not currently offer. In
addition, we may develop new youth travel programs organized around common
extracurricular activities such as sports, science, nature, and music.
</FONT>


<P align="left"><FONT size="2">Broaden Professional Travel Programs
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;According to U.S. Census data, the number of Americans 45 to 74&nbsp;years old
is expected to grow substantially, increasing to more than 92.7&nbsp;million people
in 2005 from 79.3&nbsp;million people in 2000. This trend is expected to benefit us
as this population segment historically has been the most likely to participate
in one of our professional travel programs. In addition, we believe that
American adults increasingly seek the convenience and unique experiences
offered by prepackaged vacation tours. Consequently, we believe that the
opportunity exists to expand professional educational travel programs by
continuing to improve the quality and number of our specialty professional
programs and by exploring new country destinations. We also intend to develop
alliances with partners that have strong brand recognition and access to well
defined customer segments.
</FONT>


<P align="left"><FONT size="2">Pursue Acquisition Opportunities
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that the industries encompassed by our business to be large and
fragmented, which present attractive acquisition opportunities. We believe
that the industry&#146;s large size and fragmentation will facilitate acquisitions
of businesses that are either compatible with our current business or represent
a developing specialty segment not currently addressed by our operations.
</FONT>


<P align="left"><FONT size="2"><B>The Offering</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus concerns an offering of up to 1,200,000 shares of our
common stock by one of our current stockholders, Invemed Catalyst Fund, L.P.,
the selling stockholder. We are not offering or selling any of the stock being
registered pursuant to this Prospectus. We have registered this offering in
compliance with registration rights that we granted to the selling stockholder.
The selling stockholder is not required to sell the stock; sales of the stock
are entirely at the discretion of the selling stockholder. As discussed in
more detail below in &#147;Plan of Distribution,&#148; the selling stockholder may sell
the stock either on the open market at market price in ordinary broker
transactions or in negotiated transactions, and they may pay broker commissions
in connection with such transactions. We will not receive any of the proceeds
of sale of the stock nor pay any broker commissions in connection with such
sales. Our common stock is quoted on the Nasdaq National Market under the
symbol &#147;EPAX.&#148; On September&nbsp;17, 2003, the closing price for our stock was
$17.79 per share. We will pay the costs of registering the offer and sale of
the stock with the Securities and Exchange Commission (SEC) and any
required state securities agencies.
</FONT>

<P align="center"><FONT size="2">3</FONT>

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<CENTER>
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<TR valign="bottom">
    <TD width="73%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR valign="bottom">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock Offered by the selling stockholder</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">1,200,000 Shares</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Nasdaq National Market Symbol</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center"><FONT size="2">EPAX</FONT></TD>
</TR>
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<P align="center"><FONT size="2">4</FONT>

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<P align="center"><FONT size="2"><B>RISK FACTORS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Investing in our common stock involves a significant degree of risk. You
should carefully consider the following risk factors and all the other
information contained in this prospectus or incorporated by reference before
investing in our common stock. If any of the following risks actually occurs,
our business, financial condition and results of operations could suffer, in
which case the trading price of our common stock may decline.</I>
</FONT>


<P align="left"><FONT size="2">Risks Relating to Group&#146;s Business
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business is susceptible to international disturbances such as armed
conflict and terrorism</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Terrorist attacks, such as the attacks that occurred on September&nbsp;11,
2001, the response by the United States, the war with Iraq and other acts of
violence or war have and will affect the travel industry generally, the markets
in which we operate, our operations and profitability. Further terrorist
attacks against the United States or United States businesses at home and
abroad may occur. The September&nbsp;11 attacks have had a very negative impact on
domestic and international air travel and the travel industry in general. As a
result, we experienced significant decrease in profitability in 2002. The
potential near-term and long-term effects of these attacks are uncertain for
our customers, the market for our common stock, the markets for our services
and the U.S. economy. The consequences of any terrorist attacks, or any armed
conflicts including war which may result, are unpredictable, and we may not be
able to foresee events that could have an adverse effect on our business or
operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>A majority of our revenues are generated by travel programs to a few
regions which makes us susceptible to developments in those areas</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the past, gross receipts from programs to Europe, the South Pacific
(Australia and New Zealand) and China have accounted for a majority of our
gross receipts. The occurrence of any of the events described above or other
unforeseen developments in one or more of these regions would have a material
adverse effect on our business. Demand for our travel programs also may be
adversely affected by natural occurrences in these areas such as hurricanes,
earthquakes, heat waves, epidemics, such as SARS, and flooding.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business is affected by factors impacting the travel industry
generally</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our results of operations will depend upon factors affecting the travel
industry in general. Our revenues and earnings are especially sensitive to
events that affect domestic and international air travel and the level of hotel
reservations. A number of factors, including those mentioned above, a rise in
fuel prices or other travel costs, excessive inflation, currency fluctuations,
extreme weather conditions and concerns about passenger safety could result in
a temporary or longer-term overall decline in demand for our travel programs.
Demand for our products and services may be significantly affected by the
general level of economic activity and employment in the United States and key
international markets. Therefore, any significant economic downturn or
recession in the United States or these other markets could have a material
adverse effect on our business, financial condition, cash flows and results of
operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We experience significant fluctuations in our quarterly results due to the
seasonal nature of our business that may make it more difficult to evaluate our
company</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our businesses are highly seasonal. We recognize gross program receipts,
revenues and program pass-through expenses upon the departure of our program
participants. The majority of our travel programs are scheduled in June and
July of each year, and we anticipate that this trend will continue for the
foreseeable future. Substantially all of our operating income is generated in
this period, which historically has offset the operating losses incurred during
the rest of the year. Our annual results would be adversely affected if our
revenues were to be substantially below seasonal norms during the second and
third quarters of the year. Our operating results may fluctuate as a result of
many factors, including the mix of student, sports, and professional programs
and program destinations offered by us and our competitors, the introduction
and acceptance of new programs and program enhancements by us and our
competitors, timing of program completions, cancellation rates, competitive
conditions in the industry, marketing expenses, extreme weather conditions,
international or domestic conflicts, timing of and costs related to
acquisitions, changes in
</FONT>
<P align="center"><FONT size="2">5</FONT>

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<P align="left"><FONT size="2">relationships with certain travel providers, economic factors and other
considerations affecting travel.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We face intense competition in providing educational travel services</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The travel industry in general and the educational segment of the travel
industry is highly competitive and has relatively low barriers to entry. We
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. In general, our
professional travel programs compete with independent professional
organizations that sponsor and organize their own travel programs through the
assistance of local travel agents, and other organizations that offer travel
programs for adults. Some of our competitors are larger and have greater brand
name recognition and financial resources than we do. We cannot provide
assurance that we will be able to compete successfully, and our failure to
compete successfully may have a material adverse effect on our business,
financial condition, cash flows and results of operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The success of our business is dependent on our agreements with People to
People International</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our agreements with People to People International give us the exclusive
right to develop and conduct programs for kindergarten through high school
students using the People to People name, and the non-exclusive right to
develop and conduct programs for professionals, college age, and athletes using
the People to People name. Our agreements with People to People International,
however, allow People to People International to continue to conduct college
and professional seminars and internship programs and to develop other sports
and professional programs. Our agreements with People to People International
expire in 2010 and, at our election, may be further extended through 2020. The
agreements allow People to People International to terminate its agreements
with us if we fail to perform our obligations under such agreements. If our
agreements with People to People International were terminated or if we were
unable to use the People to People name to market new programs or destinations,
this could have a material adverse effect on our business, financial condition,
cash flows and results of operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business is dependent on travel suppliers with whom we do not have
long-term agreements</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are dependent upon travel suppliers for access to their products and
services. Travel suppliers include airlines, hotels, bus lines and other
participants in the travel industry. Consistent with industry practices, we
currently have no long-term agreements with travel suppliers that obligate
these suppliers to sell services or products to us on an ongoing basis.
Therefore, our travel suppliers generally can cancel or modify their agreements
upon relatively short notice. In addition, any decline in the quality of travel
products and services provided by these suppliers, or a perception by travelers
of such a decline, could adversely affect our reputation. The loss of
contracts, changes in our pricing agreements, commission schedules or incentive
override commission arrangements, more restricted access to travel suppliers&#146;
products and services or less favorable public opinion of certain travel
suppliers and resulting low demand for the products and services of such travel
suppliers could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our success is dependent on key personnel without whom our business would
suffer</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our performance is substantially dependent on the continued services and
performances of senior management and certain other key personnel. The loss of
the services of any of such person could have a material adverse effect on our
business, financial condition and results of operations. We do not have
long-term employment agreements with any of our executive officers. Our failure
to retain and attract necessary managerial, marketing and customer service
personnel could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business is subject to significant government regulation and taxation
any change in which may have an adverse effect on us</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many travel suppliers, particularly airlines, are subject to extensive
regulation by federal, state and foreign governments. In addition, the travel
industry is subject to certain Seller of Travel Laws of certain states and
special taxes by federal, state, local and foreign governments, including hotel
bed taxes, car rental taxes, airline excise taxes and airport taxes and fees.
New or different regulatory schemes or changes in tax policy could have an
adverse impact on the travel industry in general and could have a material
adverse effect on our business, financial condition, cash flows and
</FONT>
<P align="center"><FONT size="2">6</FONT>

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<P align="left"><FONT size="2">results of operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business is subject to currency exchange rates risks</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of our arrangements with our 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 our
services. Since late 1993, we generally have purchased forward contracts with
less than two years maturity 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, we cannot
assure you that increased program costs relating to such currency fluctuations
will not be substantial in future periods. We also cannot assure you that the
hedging strategy will mitigate longer term foreign exchange valuation trends.
Our contract with participants in travel programs provides us with the option
of passing along to participants any increase in program costs resulting from
currency fluctuations. Although we have exercised this option in the past, we
cannot assure you that we 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 our business, financial condition, cash flows and
results of operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our business may be susceptible to casualty losses</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Due to the nature of our business, we 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. We cannot
assure you that our 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, we cannot provide assurance that we will be able to
obtain insurance coverage at acceptable levels and cost in the future.
Successful assertion against us or a series of large uninsured claims, or one
or a series of claims exceeding any insurance coverage, could have a material
adverse effect on our business, financial condition, cash flows and results of
operations.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Certain of our stockholders own a significant percentage of our common
stock</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John Ueberroth, Joseph Ueberroth and Peter Ueberroth (all family members)
beneficially own in the aggregate approximately 16% of the outstanding shares
of our common stock. Accordingly, they have the ability to exercise significant
voting control, and could be able to elect all of our directors and be able to
determine the outcome of any matter being voted upon by stockholders, including
any merger, sale of assets or other change in control of Group. Such voting
control will limit the significance of the voting rights of the holders of our
common stock. The Ueberroths&#146; ownership position, together with the
antitakeover effects of certain provisions contained in our Certificate of
Incorporation and Bylaws, may have the effect of delaying or preventing a
change of control of Group.
</FONT>


<P align="left"><FONT size="2">Risks Relating to the spin-off and our separation from Ambassadors
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We may have to indemnify Ambassadors for tax liabilities incurred in
connection with the spin-off</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the spin-off, we and Ambassadors entered into a tax
sharing agreement pursuant to which we agreed to indemnify Ambassadors for
certain taxes and similar obligations that could incur if the spin-off does not
qualify for tax-free treatment due to any of the following events:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">the acquisition of a controlling interest in Group stock after the spin-off;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">our failure to continue our business after the spin-off;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">a repurchase of Group stock; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">other acts or omissions by us.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our historical financial information may not be representative of our
results as a separate company</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Group&#146;s financial statements, as of December&nbsp;31, 2000, 2001 and for the
period January&nbsp;1, 2002 through February&nbsp;28, 2002, have been carved out from the
consolidated financial statements of Ambassadors using the historical operating
results and historical bases of the assets and liabilities of the Ambassadors
business that Group comprised. Accordingly, our historical financial
information does not necessarily reflect our financial position, operating
results and cash flows as
</FONT>
<P align="center"><FONT size="2">7</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="left"><FONT size="2">if we had been a separate, stand-alone entity during the periods presented.
Our costs and expenses include allocations from Ambassadors for centralized
corporate services and infrastructure costs, including legal, accounting,
insurance, finance and information technology. While we made certain
adjustments to our historical financial information, we have not made all of
the necessary adjustments to our historical financial information to reflect
all significant changes that will occur in our cost structure, funding and
operations as a result of our separation from Ambassadors, including increased
costs associated with reduced economies of scale, increased marketing expenses
related to building our brand identity separate from Ambassadors and increased
costs associated with being a publicly-traded, stand-alone company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Our directors may have conflicts of interest due to their dual service as
directors of Ambassadors</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All but two of our directors also serves as a director (and in one
instance an executive officer) of Ambassadors. Whenever a director of Group
serves as an executive officer or director of another entity such as
Ambassadors, there is the potential for a conflict of interest, i.e., that the
fiduciary obligations of an individual to Ambassadors conflict with the
fiduciary obligations to us or vice versa. Involvement by these same
individuals in the affairs of Ambassadors specifically creates demands on their
time and resources, which we may need for our affairs. Our directors resolve
all conflicts in accordance with their fiduciary duties and utilize an audit
committee to approve all related party transactions as required by Nasdaq
Marketplace Rules.
</FONT>
<P align="left"><FONT size="2"><b>Other Risks</b>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Effectiveness of this registration statement could reduce the market price
of our common stock</I>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Once this registration statement is declared effective, the selling
stockholder will be able to sell 1,200,000 shares of our common stock. The sale
of common stock covered by this registration statement by the selling
stockholder and introduction of all or a portion of the 1,200,000 shares
registered hereby into the trading market may adversely affect the market price
of our common stock.
</FONT>

<!-- link1 "FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center"><FONT size="2"><B>FORWARD-LOOKING STATEMENTS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The statements contained in this prospectus that are not historical facts
are forward-looking statements within the meaning of Section&nbsp;27A of the
Securities Act of 1933 and Section&nbsp;21E of the Securities Exchange Act of 1934.
These forward-looking statements may be identified by the use of
forward-looking terms such as &#147;believes,&#148; &#147;expects,&#148; &#147;may&#148;, &#147;will,&#148; &#147;should&#148; or
&#147;anticipates&#148; or by discussions of strategy that involve risks and
uncertainties. From time to time, we have made or may make forward-looking
statements, orally or in writing. These forward-looking statements include
statements regarding anticipated future revenues, sales, operations, demand,
competition, capital expenditures, credit arrangements, and other statements
regarding matters that are not historical facts, involve predictions which are
based upon a number of future conditions that ultimately may prove to be
inaccurate. In making any of these statements, the expectations are believed
to be based upon reasonable assumptions, however, our actual results,
performance or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements. Factors that may cause or
contribute to such differences include those discussed under <I>Risk Factors</I>,
above, in our Form&nbsp;10-K for fiscal year ended December&nbsp;31, 2002, in <I>Business</I>
and in <I>Management&#146;s Discussion and Analysis of Financial Condition and Results
of Operations</I>, as well as those discussed elsewhere in this prospectus. These
factors, of course, do not include all factors which might affect our business
and financial condition.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus. All subsequent
written and oral forward-looking statements attributable to us or any person
acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained in this section. We do not undertake any
obligation to release publicly any revisions to these forward-looking
statements to reflect events or circumstances after the date of this document
or to reflect the occurrence of unanticipated events, except as may be required
under applicable securities laws or as set forth in the registration statement
on Form&nbsp;S-3 that contains this prospectus.
</FONT>

<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder is selling the stock and will receive
all of the proceeds from any sales. We will not receive any sales proceeds.
See &#147;Plan of Distribution.&#148;
</FONT>

<!-- link1 "SELLING STOCKHOLDER" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center"><FONT size="2"><B>SELLING STOCKHOLDER</B>
</FONT>



<P align="center"><FONT size="2">8</FONT>



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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering all 1,200,000 shares covered by this prospectus on
behalf of Invemed Catalyst Fund, L.P., the selling stockholder (including its
donees, pledgees, transferees or other successors-in-interest who receive any
of the shares covered by this prospectus), in accordance with the terms of a
registration rights agreement entered into in connection with a private
placement sale between the selling stockholder and John Ueberroth and Peter
Ueberroth (and certain of their affiliates) on July&nbsp;29, 2003
that we refer to herein as the registration rights agreement. Except for the
shares covered by this prospectus, the selling stockholder does not
beneficially own any shares of our common stock.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth, as of the date of this prospectus: (1)&nbsp;the
name of the selling stockholder, (2)&nbsp;the number of shares of our common stock
owned by the selling stockholder prior to the offering, (3)&nbsp;the number of
shares offered for the account of the selling stockholder pursuant to this
prospectus and (4)&nbsp;the number of shares that the selling stockholder would own
if it sold all of its shares registered by this prospectus.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="46%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares Owned</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares to</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares Owned</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percentage Owned</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Before</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>be Sold in</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>After</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>After</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Name</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Invemed Catalyst Fund, L.P.</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,200,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,200,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1,200,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Percentage of ownership for each holder is calculated based on 9,944,096
shares of common stock outstanding on September&nbsp;1, 2003. Beneficial
ownership is determined in accordance with the SEC Rule&nbsp;13d-3 and generally
includes shares over which the holder has voting or investment power,
subject to community property laws. All shares of common stock obtainable
upon conversion of securities or exercise of stock options or warrants
(including those that are not currently exercisable but will become
exercisable within 60&nbsp;days hereafter) are considered to be beneficially
owned by the person holding the options or warrants for computing that
person&#146;s percentage, but are not treated as outstanding for computing the
percentage of any other person.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;Assumes that the selling stockholder does not acquire any additional
shares of common stock. As noted below, the selling stockholder is not
required to sell any shares of our common stock covered by this prospectus.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus also covers any additional shares of common stock that become
issuable in connection with the shares being registered by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration that results in an increase in the number
of outstanding shares of our common stock. We are registering the shares to
permit the selling stockholder to offer these shares for resale from time to
time. Because the selling stockholder may sell all, some or no part of its
shares of our common stock covered by this prospectus, we cannot estimate the
number of shares of our common stock that will be held by the selling
stockholder upon the termination of this offering. For more information, see
&#147;Plan of Distribution.&#148;
</FONT>

<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are registering the shares offered by this prospectus on behalf of the
selling stockholder. As used herein, &#147;selling stockholder&#148; includes donees,
pledgees, transferees and other successors-in-interest selling shares received
from the named selling stockholder as a gift, pledge, partnership distribution
or other non-sale related transaction after the date of this prospectus. All
costs, expenses and fees in connection with the registration of the shares
offered hereby will be borne by us. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of the shares will be borne by the
selling stockholder. Sales of the shares may be effected from time to time in
one or more types of transactions (which may include block transactions):
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">on the NASDAQ or any other stock exchange, market or trading facility on which the shares are traded;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">9</FONT>

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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">in the over-the-counter market;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">in negotiated transactions, through put or call options transactions relating to the shares; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">through short sales of the shares, or through a combination of such methods of sale,</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">at market prices prevailing at the time of sale, or at negotiated prices.
These transactions may or may not involve brokers or dealers. The selling
stockholder has advised us that it has not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of their shares, nor is there an underwriter or coordinating
broker acting in connection with the proposed sale of the shares by the selling
stockholder.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder may effect such transactions by selling the shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholder and/or the
purchasers of the shares for whom these broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in
short sales of our common stock in the course of hedging the positions they
assume with the selling stockholder. The selling stockholder may also enter
into options or other transactions with broker-dealers or other financial
institutions that require the delivery to the broker-dealer or other financial
institutions of shares covered by this prospectus, which shares the
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect these transactions).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder and any broker-dealers that act in connection with
the sale of the shares might be deemed &#147;underwriters&#148; within the meaning of
Section&nbsp;2(11) of the Securities Act and any commissions received by such
broker-dealers and any profit on the sale of the shares sold by them while
acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. We have agreed, pursuant to the
registration rights agreement, to indemnify the selling stockholder against
specified liabilities, including liabilities arising under the Securities Act.
The selling stockholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the selling stockholder may be deemed to be an &#147;underwriter&#148; under
Section&nbsp;2(11) of the Securities Act, the selling stockholder will be subject to
the prospectus delivery requirements of the Securities Act, which may include
delivery through the facilities of the American Stock Exchange or the Pacific
Exchange pursuant to Rule&nbsp;153 under the Securities Act. We have informed the
selling stockholder that the anti-manipulative provisions of Regulation&nbsp;M
promulgated under the Exchange Act may apply to their sales in the market.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder also may resell all or a portion of the shares in
open market transactions in reliance upon Rule&nbsp;144 under the Securities Act,
provided they meet the criteria and conform to the requirements of Rule&nbsp;144.
Upon our being notified by the selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule&nbsp;424(b) under the
Securities Act, disclosing:
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the name of each such selling stockholder and broker-dealer(s);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the number of shares involved;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the price at which such shares were sold;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the commissions paid or discounts or concessions allowed to such broker-dealers(s), where applicable;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">that such broker-dealer(s) did not conduct any investigation to
verify information set out or incorporated by reference in this
prospectus; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">other facts material to the transaction.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, upon our being notified by the selling stockholder that a
donee, pledgee, transferee or other successor in interest intends to sell more
than 500 shares, a supplement to this prospectus will be filed.
</FONT>

<P align="center"><FONT size="2">10</FONT>

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<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center"><FONT size="2"><B>LEGAL MATTERS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The law firm of Richman, Mann, Chizever, Phillips &#038; Duboff, of Beverly
Hills, California, will pass upon the validity of the securities offered by
this prospectus.
</FONT>

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center"><FONT size="2"><B>EXPERTS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Ambassadors Group, Inc.
incorporated in this Prospectus by reference to the Annual Report on Form&nbsp;10-K
of Ambassadors Group, Inc. for the year ended December&nbsp;31, 2002 has been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
</FONT>

<!-- link1 "INCORPORATION OF DOCUMENTS BY REFERENCE" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center"><FONT size="2"><B>INCORPORATION OF DOCUMENTS BY REFERENCE</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The SEC allows us to &#147;incorporate by reference&#148; in this prospectus certain
information which we file with the SEC. This means we can fulfill, and
fulfilled, our obligations to provide you with certain important information by
referring you to other documents which we have filed with the SEC. The
information which is incorporated by reference is an important part of this
prospectus.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are incorporating by reference in this prospectus the following
documents which we have filed, or may later file, with the SEC under the
Securities Exchange Act of 1934 (the &#147;Exchange Act&#148;). The information we file
with the SEC later will automatically update and supersede the present
information.
</FONT>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">1.</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Our Annual Report on Form&nbsp;10-K for the fiscal year ended December
31, 2002 (SEC file number 0-33347).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">2.</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Our Quarterly Report on Form&nbsp;10-Q for the three months ended March
31, 2003 (SEC file number 0-33347).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">3.</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">Our Quarterly Report on Form&nbsp;10-Q for the three months ended June
30, 2003 (SEC file number 0-33347).</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">4.</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">All reports which we file with the SEC under the Exchange Act after
the date of the initial registration statement of which this prospectus
is a part and prior to the effective date of such registration
statement.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">5.</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The description of our common stock in our registration statement
on Form&nbsp;10 (File No.&nbsp;0-33347) filed under the Exchange Act on November
15, 2001, and any amendments or reports filed to update the
description; and,</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents which we file under Section&nbsp;13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this prospectus and the
termination of the offering shall be deemed to be incorporated by reference
into this prospectus.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide to each person to whom a prospectus is delivered,
including any beneficial owner, a copy of any or all of the information which
is incorporated by reference in this prospectus but which is not delivered with
this prospectus. We will provide such information, at no cost to the
requesting person, upon written or oral request made to:
</FONT>


<P align="center"><FONT size="2">Jeffrey D. Thomas<BR>
President and Chief Executive Officer<BR>
110 S. Ferrall Street<BR>
Spokane, Washington 99202<BR>
(509)&nbsp;534-6200
</FONT>

<P align="center"><FONT size="2">11</FONT>

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<!-- link1 "WHERE YOU CAN FIND MORE INFORMATION" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center"><FONT size="2"><B>WHERE YOU CAN FIND MORE INFORMATION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information in this prospectus or any
prospectus supplement or incorporated by reference in them. We have not
authorized anyone else to provide you with different information. Offers of
the securities are being made only in states where the offers are permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents. If information in incorporated documents conflicts with information
in this prospectus, you should rely on the most recent information. If
information in an incorporated document conflicts with information in another
incorporated document, you should rely on the most recent incorporated
document.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus is part of a Registration Statement on Form&nbsp;S-3 that has
been filed with the SEC. It does not include all of the information that is in
the registration statement and the additional documents filed as exhibits with
it. For more detailed information, you should read the exhibits themselves.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational requirements of the Exchange Act and,
in accordance with it, are required to file reports, proxy and information
statements, and other information with the SEC. Such reports, proxy and
information statements and other information can be inspected and copied at the
SEC&#146;s Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information about the operation of the Public Reference
Rooms by calling the SEC at 1-800-SEC-0330. We electronically file reports,
proxy and information statements, and other information with the SEC. The SEC
maintains an Internet website that contains our electronically filed reports,
proxy and information statements, and other information at http://www.sec.gov.
We maintain an Internet website at www.ambassadorsgoup.com/EPAX/default.htm.
Our common stock is traded on the Nasdaq National Market under the symbol EPAX,
and our SEC reports, proxy statements and other information concerning us also
can be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
</FONT>

<!-- link1 "INDEMNIFICATION" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center"><FONT size="2"><B>INDEMNIFICATION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Certificate of Incorporation allows us to indemnify our officers and
directors to the fullest extent allowed under Delaware law. This includes
indemnification for liability that may arise under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant under these provisions, the registrant has been informed 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.
</FONT>

<P align="center"><FONT size="2">12</FONT>

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<P align="left"><FONT size="2"><B>No dealer, salesperson or other person has been
authorized to give any information or to make any
representations not contained in this prospectus
in connection with the offering covered by this
prospectus. If given or made, such information
or representations must not be relied upon as
having been authorized by Ambassadors Group,
Inc., a selling stockholder, or any underwriter.
This prospectus does not constitute an offer to
sell, or a solicitation of any offer to buy,
common stock in any jurisdiction to any person to
whom, it is unlawful to make such an offer or
solicitation in such jurisdiction. Neither the
delivery of this prospectus nor any sale made
under this prospectus shall, under any
circumstances, create any implication that the
information contained in this prospectus is
correct as of any time after the date of the
prospectus or that there has been no change in
the affairs of Ambassadors Group, Inc. after
the date of this prospectus.</B>
</FONT>


<P align="center"><FONT size="2"><B>1,200,000 SHARES</B>
</FONT>


<P align="center"><FONT size="2"><B>AMBASSADORS GROUP, INC.</B>
</FONT>


<P align="center"><FONT size="2"><B>COMMON STOCK</B>
</FONT>


<P align="center"><FONT size="2"><B>PROSPECTUS</B>
</FONT>


<P align="center"><FONT size="2"><B>__________,2003</B>
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="center"><FONT size="2"><B>PART II</B>
</FONT>

<P align="left"><FONT size="2"><B>ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table sets forth an itemized estimate of fees and expenses
payable by the registrant in connection with the offering described in this
registration statement:
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="73%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">SEC registration fee</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>


<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Counsel fees and expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">25,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Accounting fees and expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Blue Sky fees and expenses</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Transfer agent and registrar fees</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Miscellaneous</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">32,750</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the above expenses will be paid by the registrant.
</FONT>

<P align="left"><FONT size="2"><B>ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Certificate of Incorporation provides that to the fullest extent
permitted by Delaware Law, a director shall not be liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director.
Under Delaware Law, liability of a director may not be limited (i)&nbsp;for any
breach of the director&#146;s duty of loyalty to us or our stockholders, (ii)&nbsp;for
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii)&nbsp;in respect of certain unlawful dividend
payments or stock redemptions or repurchases and (iv)&nbsp;for any transaction from
which the director derives an improper personal benefit. The effect of the
provision of our Certificate of Incorporation is to eliminate our rights and of
stockholders (through stockholders&#146; derivative suits on our behalf) 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)&nbsp;through (iv)
above. This provision does not limit or eliminate our rights or of any
stockholder to seek monetary relief such as an injunction or rescission in the
event of a breach of a director&#146;s duty of care. In addition, our Certificate of
Incorporation provides that we shall indemnify our directors and officers
against losses incurred by any such person by reason of the fact that such
person was acting in such capacity to the fullest extent permitted by law.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have entered into agreements (the &#147;Indemnification Agreements&#148;) with
each of our directors and officers pursuant to which we will agree 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 in or arising out of his capacity as a director, officer, employee
and/or agent of Group or any other corporation of which he is a director or
officer at our request to the maximum extent provided by applicable law. In
addition, such director or officer will be entitled to an advance of expenses
to the maximum extent authorized or permitted by law.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent that the Board of Directors or the stockholders may in the
future wish to limit or repeal our ability to provide indemnification as set
forth in our Certificate of Incorporation, such repeal or limitation may not be
effective as to directors and officers who are parties to the Indemnification
Agreements, because their rights to full protection would be contractually
assured by the Indemnification Agreements. It is anticipated that similar
contracts may be entered into, from time to time, with our future directors and
officers.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="left"><FONT size="2"><B>ITEM 16. EXHIBITS</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Registration Rights Agreement between the Invemed Catalyst Fund, L.P. and the registrant</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Richman, Mann, Chizever, Phillips &#038; Duboff</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Richman, Mann, Chizever, Phillips &#038; Duboff (included in Exhibit&nbsp;5)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included on signature page of this Registration
Statement)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2"><B>ITEM 17. UNDERTAKINGS</B>
</FONT>

<P align="left"><FONT size="2">The undersigned registrant hereby undertakes:
</FONT>

<P align="left"><FONT size="2">(1)&nbsp; To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
</FONT>

<P align="left"><FONT size="2">(2)&nbsp; That, for the purpose of determining any liability under the Securities Act
of 1933, 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 <I>bona
fide </I>offering thereof.
</FONT>

<P align="left"><FONT size="2">(3)&nbsp; 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.
</FONT>

<P align="left"><FONT size="2">(4)&nbsp; That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant&#146;s annual report pursuant to Section&nbsp;13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan&#146;s annual report pursuant to Section&nbsp;15(d) of
the Securities Exchange Act of 1934) 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 <I>bona fide </I>offering thereof.
</FONT>

<P align="left"><FONT size="2">(5)&nbsp; 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 provisions described in Item&nbsp;15, 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.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;S-3 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 this 17th
day of September, 2003.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" valign="top" align="left"><FONT size="2">Ambassadors Group, Inc.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;/s/ JEFFREY D. THOMAS</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jeffrey D. Thomas
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" valign="top" align="left"><FONT size="2">President and Chief Executive Officer</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2"><B>SIGNATURES AND POWER OF ATTORNEY</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned directors and/or officers of Ambassadors Group, Inc.
(the &#147;Company&#148;), hereby severally constitute and appoint Jeffrey D. Thomas,
Chief Executive Officer and, Margaret M. Sestero, Chief Financial Officer, and
each of them individually, with full powers of substitution and resubstitution,
our true and lawful attorneys, with full powers to them and each of them to
sign for us, in our names and in the capacities indicated below, the
Registration Statement on Form&nbsp;S-3 filed with the Securities and Exchange
Commission, and any and all amendments to said Registration Statement
(including post-effective amendments), and any registration statement filed
pursuant to Rule&nbsp;462(b) under the Securities Act of 1933, as amended, in
connection with the registration under the Securities Act of 1933, as amended,
of equity securities of the Company, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys, and each of
them, full power and authority to do and perform each and purposes as each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in
person, and hereby ratifying and confirming all that said attorneys, and each
of them, or their substitute or substitutes, shall do or cause to be done by
virtue of this Power of Attorney.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Date</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ JEFFREY D. THOMAS<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
Jeffrey D. Thomas</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
President, Chief Executive Officer (Principal<BR>
Executive Officer), and Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ MARGARET M. SESTERO<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
Margaret M. Sestero</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Chief Financial Officer (Principal Financial and<BR>
Accounting Officer), Executive Vice President<BR>
and Secretary
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ JOHN A. UEBERROTH<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
John A. Ueberroth</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Chairman of the Board&nbsp;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ BRIGITTE M. BREN<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
Brigitte M. Bren</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director&nbsp;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ JAMES L. EASTON<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
James L. Easton</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director&nbsp;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ RAFER L. JOHNSON<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
Rafer L. Johnson</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director&nbsp;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ JOHN C. SPENCE<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
John C. Spence</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director&nbsp;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ JOSEPH J. UEBERROTH<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
Joseph J. Ueberroth</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director&nbsp;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/RICHARD D.C. WHILDEN<BR>
</FONT>
<HR size="1" noshade><FONT size="2">
Richard D.C. Whilden</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">September 17, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="left"><FONT size="2">Exhibit&nbsp;Index
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Registration Rights Agreement between the Invemed Catalyst Fund, L.P. and the registrant</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Richman, Mann, Chizever, Phillips &#038; Duboff</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Richman, Mann, Chizever, Phillips &#038; Duboff (included in Exhibit&nbsp;5)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included on signature page of this Registration
Statement)</FONT></TD>
</TR>
</TABLE>
</CENTER>


<P align="center"><FONT size="2">&nbsp;</FONT>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>v93143orexv4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

                                 by and between

                           INVEMED CATALYST FUND, L.P.

                                       and

                             AMBASSADORS GROUP, INC.

                               Dated July 29, 2003

                  REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated July 29,
2003 by and between Invemed Catalyst Fund, L.P., a Delaware limited partnership
("ICF") and Ambassadors Group, Inc., a Delaware corporation (the "Company").

                             W I T N E S S E T H :

                  WHEREAS, ICF and each of John A. Ueberroth and Peter V.
Ueberroth (collectively, the "Sellers") have entered into a Stock Purchase
Agreement, dated as of July 23, 2003 (such Stock Purchase Agreement, as amended
or otherwise modified from time to time, the "Purchase Agreement"), pursuant to
which the Sellers (and the Sellers' children and/or trusts controlled by the
Sellers) have sold, and ICF has purchased, an aggregate of 1,200,000 shares of
Common Stock, par value $0.01 per share, of the Company (the "Common Shares").

                  WHEREAS, in order to induce ICF to enter into the Stock
Purchase Agreement, the board of directors of the Company has authorized and
approved the grant by the Company of certain registration rights in respect of
the Registrable Securities (as defined below) on the terms and subject to the
conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual agreements contained herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  As used in this Agreement, the following terms shall have the
following meanings:

                  "Affiliate" shall mean (i) with respect to any Person, any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such Person, which shall be deemed to include
for ICF, any general or


                                       1
<PAGE>

limited partner or member of ICF, and (ii) with respect to any individual, shall
also mean the spouse, sibling, child, stepchild, grandchild, niece, nephew or
parent of such Person, or the spouse thereof.

                  "Blackout Notice" shall have the meaning set forth in Section
2.3.

                  "Blackout Period" shall have the meaning set forth in Section
2.3.

                  "Common Shares" shall have the meaning set forth in the
recitals hereto.

                  "Company" shall have the meaning set forth in the preamble.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and the rules and regulations thereunder, or any
successor statute.

                  "Holders" shall mean the Initial Holder and any of its
Affiliates (for so long as any such Person remains an Affiliate), for so long as
they own any Registrable Securities and such of its respective successors and
permitted assigns (including any permitted transferees of Registrable
Securities) who acquire or are otherwise the transferee of Registrable
Securities, directly or indirectly, from such Initial Holder (or any subsequent
Holder), for so long as such successors and permitted assigns own any
Registrable Securities.

                  "Holders' Counsel" shall mean legal counsel representing the
Holders of Registrable Securities participating in such registration.

                  "Initial Holder" shall mean ICF.

                  "Inspectors" shall have the meaning set forth in Section
3.1(g).

                  "Majority Holders" shall mean one or more Holders of
Registrable Securities who would hold a majority of the Registrable Securities
then outstanding.

                  "Majority Holders of the Registration" shall mean, with
respect to a particular registration, one or more Holders of Registrable
Securities who would hold a majority of the Registrable Securities to be
included in such registration.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                  "Person" shall mean any individual, firm, partnership,
corporation, trust, joint venture, association, joint stock company, limited
liability company, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof,
and shall include any successor (by merger or otherwise) of such entity.

                  "Prospectus" shall mean the prospectus included in a
Registration Statement (including, without limitation, any preliminary
prospectus and any prospectus


                                       2
<PAGE>

that includes any information previously omitted from a prospectus filed as part
of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), and any such Prospectus as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to such
Prospectus, including post-effective amendments, and in each case including all
material incorporated by reference (or deemed to be incorporated by reference)
therein.

                   "Records" shall have the meaning set forth in Section 3.1(g).

                   "Registrable Securities" shall mean (i) the Common Shares
sold pursuant to the Purchase Agreement and (ii) any other securities of the
Company (or any successor or assign of the Company, whether by merger,
consolidation, sale of assets or otherwise) which may be issued or issuable with
respect to, in exchange for, or in substitution of, the Registrable Securities
referenced in clause (i) above by reason of any dividend or stock split,
combination of shares, merger, consolidation, recapitalization,
reclassification, reorganization, sale of assets or similar transaction. As to
any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (A) a registration statement with respect to the
sale of such securities shall have been declared effective under the Securities
Act and such securities shall have been disposed of in accordance with such
registration statement, (B) such securities have been otherwise transferred, a
new certificate or other evidence of ownership for them not bearing the legend
restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration under the
Securities Act, (C) such securities shall have ceased to be outstanding, or (D)
such securities become eligible for sale under Rule 144(k) without any volume,
manner of sale or other restrictions.

                   "Registration Expenses" shall mean any and all expenses
incident to performance of or compliance with this Agreement by the Company and
its subsidiaries, including, without limitation, (i) all SEC, stock exchange,
NASD and other registration, listing and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
and compliance with the rules of any stock exchange (including fees and
disbursements of counsel in connection with such compliance and the preparation
of a blue sky memorandum and legal investment survey), (iii) all expenses of any
Persons retained by the Company in preparing or assisting in preparing, word
processing, printing, distributing, mailing and delivering any Registration
Statement, any Prospectus, transmittal letters, securities sales agreements,
securities certificates and other documents relating to the performance of or
compliance with this Agreement, (iv) the fees and disbursements of counsel for
the Company, (v) the fees and disbursements of all independent public
accountants (including the expenses of any audit and/or "cold comfort" letters)
and the fees and expenses of other Persons, including experts, retained by the
Company, and (vi) premiums and other costs of policies of insurance purchased by
the Company as designated by the Board of Directors of the Company, if any,
against liabilities arising out of the public offering of the Registrable
Securities being registered.

                                       3
<PAGE>

                  "Registration Statement" shall mean any registration
statement of the Company which covers any Registrable Securities and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference (or
deemed to be incorporated by reference) therein.

                  "SEC" shall mean the Securities and Exchange Commission, or
any successor agency having jurisdiction to enforce the Securities Act.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

                  "Shelf Registration Period" shall have the meaning set forth
in Section 2.1(b).

                  "Shelf Registration Statement" shall have the meaning set
forth in Section 2.1(a).

                                   ARTICLE II
                      REGISTRATION UNDER THE SECURITIES ACT

         2.1 Shelf Registration Statement.

                  (a) The Company: (A) shall cause to be filed with the SEC, on
or before September 30, 2003, a shelf registration statement (the "Shelf
Registration Statement") on an appropriate form under the Securities Act,
relating solely to the offer and sale of all the Registrable Securities by the
Holders thereof from time to time in accordance with the methods of distribution
specified by the Initial Holder as set forth in the Registration Statement and
Rule 415 under the Securities Act; and (B) shall use its best efforts to have
such Shelf Registration declared effective by the SEC as soon as practicable
thereafter; provided, however, that no Holder (other than the Initial Holder)
shall be entitled to have the Registrable Securities held by it covered by such
Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder.

                  (b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective, supplemented and amended in order
to permit the Prospectus included therein to be lawfully delivered by the
Holders of the Registrable Securities through the date on which all of the
Registrable Securities covered by such Shelf Registration may be sold pursuant
to Rule 144(k) under the Securities Act (or any successor provision having
similar effect) without any volume, manner of sale or other restrictions, or
such shorter period that will terminate on the date on which all of the
Registrable Securities have been sold pursuant to an effective registration
statement (in any such case, such period being called the "Shelf Registration
Period"); provided, however, that prior to the termination of such Shelf
Registration Period, the Company


                                       4
<PAGE>

shall first furnish to each Holder of Registrable Securities participating in
such Shelf Registration an opinion, in form and substance satisfactory to the
Majority Holders of the Registration, of counsel for the Company satisfactory to
the Majority Holders stating that such Registrable Securities are freely
saleable pursuant to Rule 144(k) under the Securities Act (or any successor
provision having similar effect) without any volume, manner of sale or other
restrictions. The Company shall be deemed not to have used its best efforts to
keep the Registration Statement effective during the Shelf Registration Period
if it voluntarily takes any action that would result in Holders of the
Registrable Securities covered thereby not being able to offer and sell such
Registrable Securities during the Shelf Registration Period, unless such action
is required by applicable law.

                  2.2 Expenses. The Company shall pay all Registration Expenses
in connection with any Shelf Registration, whether or not such registration
shall become effective and whether or not all Registrable Securities originally
requested to be included in such registration are withdrawn or otherwise
ultimately not included in such registration. Each Holder shall pay (x) all
discounts and commissions payable to selling brokers, managers or other similar
Persons engaged in the distribution of such Holder's Registrable Securities
pursuant to any registration pursuant to this Section 2 and (y) all other of its
expenses and costs (such as fees and expenses of Holder's Counsel) relating to
the registration and/or offering other than registration expenses.

                  2.3 Postponements. The Company shall be entitled to require
the Holders of Registrable Securities to discontinue the disposition of their
securities covered by a Shelf Registration during any Blackout Period (as
defined below) (i) if the board of directors of the Company determines in good
faith that effecting such a registration or continuing such disposition at such
time would have an adverse effect upon a proposed sale of all (or substantially
all) of the assets of the Company or a merger, reorganization, recapitalization
or similar current transaction materially affecting the capital, structure or
equity ownership of the Company, or (ii) if the Company is in possession of
material information which the board of directors of the Company determines in
good faith is not in the best interests of the Company to disclose in a
registration statement at such time, provided, however, that the Company may
require the Holders of Registrable Securities to discontinue the disposition of
their securities covered by a Shelf Registration only for a reasonable period of
time not to exceed 90 days (or such earlier time as such transaction is
consummated or no longer proposed or the material information has been made
public (the "Blackout Period"). There shall not be more than one Blackout Period
in any 12-month period.

                  The Company shall promptly notify the Holders in writing (a
"Blackout Notice") of any decision to discontinue sales of Registrable
Securities covered by a Shelf Registration pursuant to this Section 2.3 and
shall include an undertaking by the Company to promptly notify the Holders as
soon as a sale of Registrable Securities covered by a Shelf Registration may
resume. In making any such determination to initiate or terminate a Blackout
Period, the Company shall not be required to consult with or obtain the consent
of any Holder, and any such determination shall be the Company's sole
responsibility. Each Holder shall treat all notices received from the Company

                                       5
<PAGE>

pursuant to this Section 2.3 in the strictest confidence and shall not
disseminate such information.

                                  ARTICLE III
                             REGISTRATION PROCEDURES

         3.1 Obligations of the Company. Whenever the Company is required to
effect the registration of Registrable Securities under the Securities Act
pursuant to Section 2 of this Agreement, the Company shall, as expeditiously as
possible:

                  (a) prepare and file with the SEC the requisite Registration
Statement to effect such registration, which Registration Statement shall comply
as to form in all material respects with the requirements of the applicable form
and include all financial statements required by the SEC to be filed therewith,
and the Company shall use its best efforts to cause such Registration Statement
to become effective (provided, that the Company may discontinue any registration
of its securities that are not Registrable Securities, and, under the
circumstances specified in Section 2.3, its securities that are Registrable
Securities); provided, however, that before filing a Registration Statement or
Prospectus or any amendments or supplements thereto, or comparable statements
under securities or blue sky laws of any jurisdiction, the Company shall (i)
provide Holders' Counsel and any other Inspector (as defined in Section 3.1(g))
with an adequate and appropriate opportunity to review comment on, at the
Holders' cost, such Registration Statement and each Prospectus included therein
(and each amendment or supplement thereto or comparable statement) to be filed
with the SEC, and (ii) not file any such Registration Statement or Prospectus
(including any amendment or supplement thereto or comparable statement but
excluding any filing made under the Exchange Act that is incorporated by
reference therein) with the SEC to which Holder's Counsel, any selling Holder or
any other Inspector shall have reasonably objected on the grounds that such
filing does not comply in all material respects with the requirements of the
Securities Act or of the rules or regulations thereunder;

                  (b) prepare and file with the SEC such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary (i) to keep such Registration Statement effective,
and (ii) to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration
Statement, in each case until such time as all of such Registrable Securities
have been disposed of (but not before the expiration of the 90-day period
referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if
applicable);

                  (c) furnish, without charge, to each selling Holder of such
Registrable Securities of the securities covered by such Registration Statement,
such number of copies of such Registration Statement, each amendment and
supplement thereto (in each case including all exhibits), and the Prospectus
included in such Registration Statement (including each preliminary Prospectus)
in conformity with the requirements of the Securities Act, and other documents,
as such selling Holder may reasonably request in order to facilitate the public
sale or other disposition of the


                                       6
<PAGE>

Registrable Securities owned by such selling Holder (the Company hereby
consenting to the use in accordance with applicable law of each such
Registration Statement or amendment or post-effective amendment thereto) and
each such Prospectus (or preliminary prospectus or supplement thereto) by each
such selling Holder of Registrable Securities, in connection with the offering
and sale of the Registrable Securities covered by such Registration Statement or
Prospectus);

                  (d) prior to any public offering of Registrable Securities,
use its best efforts to register or qualify all Registrable Securities and other
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions as any selling Holder of Registrable
Securities covered by such Registration Statement may reasonably request to
enable such selling Holder to consummate the disposition in such jurisdictions
of the Registrable Securities owned by such selling Holder and to continue such
registration or qualification in effect in each such jurisdiction for as long as
such Registration Statement remains in effect (including through new filings or
amendments or renewals), and do any and all other acts and things which may be
necessary or advisable to enable any such selling Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
selling Holder; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3.1(d), (ii) subject
itself to taxation in any such jurisdiction, or (iii) consent to general service
of process in any such jurisdiction;

                  (e) use its best efforts to obtain all other approvals,
consents, exemptions or authorizations from such governmental agencies or
authorities as may be necessary to enable the selling Holders of such
Registrable Securities to consummate the disposition of such Registrable
Securities;

                  (f) promptly notify Holders' Counsel and each Holder of
Registrable Securities covered by such Registration Statement: (i) when the
Registration Statement, any pre-effective amendment, the Prospectus or any
prospectus supplement related thereto or post-effective amendment to the
Registration Statement has been filed and, with respect to the Registration
Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC or any state securities or blue sky authority for
amendments or supplements to the Registration Statement or the Prospectus
related thereto or for additional information, (iii) of the issuance by the SEC
of any stop order suspending the effectiveness of the Registration Statement or
the initiation or threat of any proceedings for that purpose, (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the securities or
blue sky laws of any jurisdiction or the initiation of any proceeding for such
purpose, (v) of the existence of any fact of which the Company becomes aware or
the happening of any event which results in (A) the Registration Statement
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statements
therein not misleading, or (B) the Prospectus included in such Registration
Statement containing an untrue statement of a material fact or omitting to state
a material fact required to be stated therein or necessary to make any
statements therein, in the light of


                                       7
<PAGE>

the circumstances under which they were made, not misleading, and (vi) of the
Company's reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate or that there exists circumstances
not yet disclosed to the public which make further sales under such Registration
Statement inadvisable pending such disclosure and post-effective amendment; and,
if the notification relates to an event described in any of the clauses (ii)
through (vi) of this Section 3.1(f), the Company shall promptly prepare a
supplement or post-effective amendment to such Registration Statement or related
Prospectus or any document incorporated therein by reference or file any other
required document so that (1) such Registration Statement shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and (2) as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, such Prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein in the light of the circumstances
under which they were made not misleading (and shall furnish to each such
Holder, a reasonable number of copies of such Prospectus so supplemented or
amended); and if the notification relates to an event described in clause (iii)
of this Section 3.1(f), the Company shall take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;

                  (g) make available for inspection by any selling Holder of
Registrable Securities, Holders' Counsel and any attorney, accountant or other
agent retained by any such seller (each, an "Inspector" and, collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company and any subsidiaries thereof as may be in
existence at such time (collectively, the "Records") as shall be necessary, in
the opinion of such Holders' counsel, to enable them to exercise their due
diligence responsibility and to conduct a reasonable investigation within the
meaning of the Securities Act, and cause the Company's and any subsidiaries'
officers, directors and employees, and the independent public accountants of the
Company, to supply all information reasonably requested by any such Inspectors
in connection with such Registration Statement;

                  (h) obtain an opinion from the Company's counsel and a "cold
comfort" letter from the Company's independent public accountants who have
certified the Company's financial statements included or incorporated by
reference in such Registration Statement, in each case dated the effective date
of such Registration Statement, in customary form and covering such matters as
are customarily covered by such opinions and "cold comfort" letters delivered to
underwriters in underwritten public offerings, which opinion and letter shall be
reasonably satisfactory to the Majority Holders, and furnish to each Holder
participating in the offering a copy of such opinion and letter addressed to
such Holder;

                  (i) provide and cause to be maintained a transfer agent and
registrar for all such Registrable Securities covered by such Registration
Statement not later than the effectiveness of such Registration Statement;

                                       8
<PAGE>

                  (j) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC and any other governmental agency or
authority having jurisdiction over the offering, and make available to its
security holders, as soon as reasonably practicable but no later than 90 days
after the end of any 12-month period, an earnings statement commencing with the
first day of the Company's calendar month next succeeding each sale of
Registrable Securities after the effective date of a Registration Statement,
which statement shall cover such 12-month periods, in a manner which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

                  (k) if so requested by the Majority Holders of the
Registration, use its best efforts to cause all such Registrable Securities to
be listed (i) on each national securities exchange on which the Company's
securities are then listed or, (ii) if securities of the Company are not at the
time listed on any national securities exchange (or, if the listing of
Registrable Securities is not permitted under the rules of each national
securities exchange on which the Company's securities are then listed), on a
national securities exchange or The Nasdaq Stock Market's National Market;

                  (l) keep each selling Holder of Registrable Securities advised
in writing as to the initiation and progress of any registration under Section 2
hereunder;

                  (m) enter into and perform customary agreements and provide
officers' certificates and other customary closing documents;

                  (n) cooperate with each selling Holder of Registrable
Securities participating in the disposition of such Registrable Securities and
such selling Holder's counsel in connection with any filings required to be made
with the NASD;

                  (o) furnish to each Holder participating in the offering,
without charge, at least one manually-signed copy of the Registration Statement
and any post-effective amendments thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits
(including those deemed to be incorporated by reference);

                  (p) cooperate with the selling Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates not
bearing any restrictive legends representing the Registrable Securities to be
sold and cause such Registrable Securities to be issued in such denominations
and registered in accordance with the instructions of the selling Holders of
Registrable Securities at least three business days prior to any sale of
Registrable Securities; and

                  (q) use its best efforts to take all other steps necessary to
expedite or facilitate the registration and disposition of the Registrable
Securities contemplated hereby.

         3.2 Seller Information. The Company may require each selling Holder of
Registrable Securities as to which any registration is being effected to furnish
to the Company such information regarding such Holder, such Holder's Registrable
Securities and such Holder's intended method of disposition as the Company may
from time to time


                                       9
<PAGE>

reasonably request in writing; provided that such information shall be used only
in connection with such registration.

         If any Registration Statement or comparable statement under "blue sky"
laws refers to any Holder by name or otherwise as the Holder of any securities
of the Company, then such Holder shall have the right to require (i) the
insertion therein of language, in form and substance satisfactory to such
Holder, to the effect that the holding by such Holder of such securities is not
to be construed as a recommendation by such Holder of the investment quality of
the Company's securities covered thereby and that such holding does not imply
that such Holder will assist in meeting any future financial requirements of the
Company, and (ii) in the event that such reference to such Holder by name or
otherwise is not in the judgment of the Company, as advised by counsel, required
by the Securities Act or any similar federal statute or any state "blue sky" or
securities law then in force, the deletion of the reference to such Holder.

         3.3 Notice to Discontinue. Each Holder of Registrable Securities agrees
by acquisition of such Registrable Securities that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section
3.1(f)(ii) through (vii), such Holder shall forthwith discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3.1(f) and, if so
directed by the Company, such Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies, then in such
Holder's possession of the Prospectus covering such Registrable Securities which
is current at the time of receipt of such notice.

                                   ARTICLE IV
                          INDEMNIFICATION; CONTRIBUTION

         4.1 Indemnification by the Company. The Company agrees to indemnify and
hold harmless, to the fullest extent permitted by law, each Holder of
Registrable Securities, its officers, directors, partners, members,
shareholders, employees, Affiliates and agents (collectively, "Agents") and each
Person who controls such Holder (within the meaning of the Securities Act) and
its Agents with respect to each registration which has been effected pursuant to
this Agreement, against any and all losses, claims, damages or liabilities,
joint or several, actions or proceedings (whether commenced or threatened) in
respect thereof, and expenses (as incurred or suffered and including, but not
limited to, any and all expenses incurred in investigating, preparing or
defending any litigation or proceeding, whether commenced or threatened, and the
reasonable fees, disbursements and other charges of legal counsel) in respect
thereof (collectively, "Claims"), insofar as such Claims arise out of or are
based upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to any such
registration or any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or
regulation thereunder applicable to the Company and relating to action or
inaction


                                       10
<PAGE>

required of the Company in connection with any such registration, or any
qualification or compliance incident thereto; provided, however, that the
Company will not be liable in any such case to the extent that any such Claims
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission of a material fact so made in
reliance upon and in conformity with written information furnished to the
Company by such Holder specifically for use in a Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified party and shall survive the transfer of
such securities by such Holder.

         4.2 Indemnification by Holders. Each Holder, if Registrable Securities
held by it are included in the securities as to which a registration is being
effected, agrees to, severally and not jointly, indemnify and hold harmless, to
the fullest extent permitted by law, the Company, its officers, directors,
employees, and Affiliates and each Person who controls the Company (within the
meaning of the Securities Act) and its Agents against any and all Claims,
insofar as such Claims arise out of or are based upon any untrue or alleged
untrue statement of a material fact contained in any Registration Statement or
Prospectus (including any preliminary, final or summary prospectus and any
amendment or supplement thereto) related to such registration, or any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Holder
specifically for use in a Registration Statement; provided, however, that the
aggregate amount which any such Holder shall be required to pay pursuant to this
Section 4.2 shall in no event be greater than the amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such Claims less all amounts
previously paid by such Holder with respect to any such Claims. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of such indemnified party and shall survive the transfer of such
securities by such Holder.

         4.3 Conduct of Indemnification Proceedings. Promptly after receipt by
an indemnified party of notice of any Claim or the commencement of any action or
proceeding involving a Claim under this Section 4, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party
pursuant to Section 4, (i) notify the indemnifying party in writing of the Claim
or the commencement of such action or proceeding; provided, that the failure of
any indemnified party to provide such notice shall not relieve the indemnifying
party of its obligations under this Section 4, except to the extent the
indemnifying party is materially and actually prejudiced thereby and shall not
relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under this Section 4, and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any indemnified
party shall have the right to employ separate counsel and to participate in the
defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (A) the indemnifying party has agreed
in writing to pay such fees and


                                       11
<PAGE>

expenses, (B) the indemnifying party shall have failed to assume the defense of
such claim and employ counsel reasonably satisfactory to such indemnified party
within 10 days after receiving notice from such indemnified party that the
indemnified party believes it has failed to do so, (C) in the reasonable
judgment of any such indemnified party, based upon advice of counsel, a conflict
of interest may exist between such indemnified party and the indemnifying party
with respect to such claims (in which case, if the indemnified party notifies
the indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such indemnified party)
or (D) such indemnified party is a defendant in an action or proceeding which is
also brought against the indemnifying party and reasonably shall have concluded
that there may be one or more legal defenses available to such indemnified party
which are not available to the indemnifying party. No indemnifying party shall
be liable for any settlement of any such claim or action effected without its
written consent, which consent shall not be unreasonably withheld. In addition,
without the consent of the indemnified party (which consent shall not be
unreasonably withheld), no indemnifying party shall be permitted to consent to
entry of any judgment with respect to, or to effect the settlement or compromise
of any pending or threatened action or claim in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim), unless such settlement,
compromise or judgment (1) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim, (2) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party, and (3) does not provide for any
action on the part of any party other than the payment of money damages which is
to be paid in full by the indemnifying party.

         4.4 Contribution. If the indemnification provided for in Section 4.1 or
4.2 from the indemnifying party for any reason is unavailable to (other than by
reason of exceptions provided therein), or is insufficient to hold harmless, an
indemnified party hereunder in respect of any Claim, then the indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Claim in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and the indemnified party, on the other
hand, in connection with the actions which resulted in such Claim, as well as
any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. If, however, the foregoing allocation is not permitted by applicable
law, then each indemnifying party shall contribute to the amount paid or payable
by such indemnified party in such proportion as is appropriate to reflect not
only such relative faults but also the relative benefits of the indemnifying
party and the indemnified party as well as any other relevant equitable
considerations.

                                       12
<PAGE>

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 4.4 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by a party as a result of any Claim referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth in Section 4.3, any legal or other fees, costs or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. Notwithstanding anything in this Section 4.4 to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this
Section 4.4 to contribute any amount in excess of the net proceeds received by
such indemnifying party from the sale of the Registrable Securities pursuant to
the Registration Statement giving rise to such Claims, less all amounts
previously paid by such indemnifying party with respect to such Claims. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(a) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         4.5 Other Indemnification. Indemnification similar to that specified in
the preceding Sections 4.1 and 4.2 (with appropriate modifications) shall be
given by the Company and each selling Holder of Registrable Securities with
respect to any required registration or other qualification of securities under
any Federal or state law or regulation of any governmental authority, other than
the Securities Act. The indemnity agreements contained herein shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract.

         4.6 Indemnification Payments. The indemnification and contribution
required by this Section 4 shall be made by periodic payments of the amount
thereof during the course of any investigation or defense, as and when bills are
received or any expense, loss, damage or liability is incurred.

                                   ARTICLE V
                                     GENERAL

         5.1 Adjustments Affecting Registrable Securities. The Company agrees
that it shall not effect or permit to occur any combination or subdivision of
shares which would materially adversely affect the ability of the Holder of any
Registrable Securities to include such Registrable Securities in any
registration contemplated by this Agreement or the marketability of such
Registrable Securities in any such registration.

         5.2 Registration Rights to Others. The Company is not party to any
agreement with respect to its securities granting any registration rights to any
Person. If the Company shall at any time hereafter provide to any holder of any
securities of the Company rights with respect to the registration of such
securities under the Securities Act, such rights shall not be in conflict with
or adversely affect any of the rights provided in this Agreement to the Holders.

                                       13
<PAGE>

         5.3 Availability of Information. The Company covenants that it shall
timely file any reports required to be filed by it under the Securities Act or
the Exchange Act (including, but not limited to, the reports under Sections 13
and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 under
the Securities Act), and that it shall take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (ii) any other rule or regulation now existing or
hereafter adopted by the SEC. Upon the request of any Holder of Registrable
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.

         5.4 Amendments and Waivers. The provisions of this Agreement may not be
amended, modified, supplemented or terminated, and waivers or consents to
departures from the provisions hereof may not be given, without the written
consent of the Company and the Holders holding more than 50% of the Registrable
Securities then outstanding; provided, however, that no such amendment,
modification, supplement, waiver or consent to departure shall reduce the
aforesaid percentage of Registrable Securities without the written consent of
all of the Holders of Registrable Securities; and provided, further, that
nothing herein shall prohibit any amendment, modification, supplement,
termination, waiver or consent to departure the effect of which is limited only
to those Holders who have agreed to such amendment, modification, supplement,
termination, waiver or consent to departure.

         5.5 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, telecopier, any
courier guaranteeing overnight delivery or first class registered or certified
mail, return receipt requested, postage prepaid, addressed to the applicable
party at the address set forth below or such other address as may hereafter be
designated in writing by such party to the other parties in accordance with the
provisions of this Section:

                     If to the Company, to:

                     Ambassadors Group, Inc.
                     Dwight D. Eisenhower Building
                     110 S. Ferrall Street
                     Spokane, WA  99202
                     Attn:  Jeffrey D. Thomas, Chief Executive Officer
                     Telecopy:  (509) 536-1996
                     Telephone:  (509) 534-6200




                                       14
<PAGE>



                     With a copy to:

                     Richman, Mann, Chizever, Phillips & Duboff, PLC
                     9601 Wilshire Boulevard
                     Penthouse
                     Beverly Hills, California  90210
                     Attention:  Gerald M. Chizever, Esq.
                     Telecopy: (310) 274-1114
                     Telephone: (310) 274-8300

                     If to the Initial Holder, to:

                     Invemed Catalyst Fund, L.P.
                     375 Park Avenue, Suite 2205
                     New York, NY  10152
                     Attn:  Suzanne Present
                     Telecopy: (212) 813-0249
                     Telephone: (212) 843-0542

                     With a copy to:

                     Paul, Weiss, Rifkind, Wharton & Garrison
                     1285 Avenue of the Americas
                     New York, New York 10019-6064
                     Attn: Douglas A. Cifu, Esq.
                     Telecopy: (212) 492-0436
                     Telephone: (212) 373-3436

         If to any subsequent Holder, to the address of such Person set forth in
the records of the Company.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; when receipt is
acknowledged, if telecopied; on the next business day, if timely delivered to a
courier guaranteeing overnight delivery; and five days after being deposited in
the mail, if sent first class or certified mail, return receipt requested,
postage prepaid.

         5.6 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and other Holders.

         5.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original, but all of which counterparts, taken together, shall constitute
one and the same instrument. Any party may execute and deliver a counterpart to
this Agreement by delivering by facsimile or electronic mail transmission a
signature page of this Agreement signed by such party, and such facsimile or
electronic mail signature shall be treated in all respects as having the same
effect as an original signature.

                                       15
<PAGE>

         5.8 Descriptive Headings, Etc. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Agreement
otherwise requires: (1) words of any gender shall be deemed to include each
other gender; (2) words using the singular or plural number shall also include
the plural or singular number, respectively; (3) the words "hereof', "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (4) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless otherwise specified; (5) "or" is not
exclusive; and (6) provisions apply to successive events and transactions.

         5.9 Severability. In the event that any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

         5.10 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York (without giving effect to
the conflict of laws principles thereof).

         5.11 Remedies; Specific Performance. The parties hereto acknowledge
that money damages would not be an adequate remedy at law if any party fails to
perform in any material respect any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this Agreement,
without the posting of any bond, in accordance with the terms and conditions of
this Agreement in any court of the United States or any State thereof having
jurisdiction, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law. Except as otherwise provided by
law, a delay or omission by a party hereto in exercising any right or remedy
accruing upon any such breach shall not impair the right or remedy or constitute
a waiver of or acquiescence in any such breach. No remedy shall be exclusive of
any other remedy. All available remedies shall be cumulative.

         5.12 Entire Agreement. This Agreement and the Purchase Agreement are
intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants or undertakings
relating to such subject matter, other than those set forth or referred to
herein or in the Purchase Agreement. This


                                       16
<PAGE>

Agreement and the Purchase Agreement supersede all prior agreements and
understandings between the Company and the other parties to this Agreement with
respect to such subject matter.

         5.13 Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any holder or holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any
Registrable Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such Registrable
Securities.

         5.14 Consent to Jurisdiction; Waiver of Jury. Each party to this
Agreement hereby irrevocably and unconditionally agrees that any legal action,
suit or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in any federal
court of the Southern District of New York or any state court located in New
York County, State of New York, and hereby irrevocably and unconditionally
expressly submits to the personal jurisdiction and venue of such courts for the
purposes thereof and hereby irrevocably and unconditionally waives any claim (by
way of motion, as a defense or otherwise) of improper venue, that it is not
subject personally to the jurisdiction of such court, that such courts are an
inconvenient forum or that this Agreement or the subject matter may not be
enforced in or by such court. Each party hereby irrevocably and unconditionally
consents to the service of process of any of the aforementioned courts in any
such action, suit or proceeding by the mailing of copies thereof by registered
or certified mail, postage prepaid, to the address set forth or provided for in
Section 5.5 of this Agreement, such service to become effective 10 days after
such mailing. Nothing herein contained shall be deemed to affect the right of
any party to serve process in any manner permitted by law or commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction to enforce judgments obtained in any action, suit or proceeding
brought pursuant to this Section. Each of the parties hereby irrevocably waives
trial by jury in any action, suit or proceeding, whether at law or equity,
brought by any of them in connection with this Agreement or the transactions
contemplated hereby.

         5.15 Further Assurances. Each party hereto shall do and perform or
cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as any other party hereto reasonably may request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.

         5.16 No Inconsistent Agreements. The Company will not hereafter enter
into any agreement which is inconsistent with the rights granted to the Holders
in this Agreement.

                                       17
<PAGE>

         5.17 Construction. The Company and the Holders acknowledge that each of
them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review this Agreement with its legal counsel and that
this Agreement shall be construed as if jointly drafted by the Company and the
Holders.

                       [SIGNATURES ON THE FOLLOWING PAGE]



                                       18
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.

                                      INVEMED CATALYST FUND, L.P.

                                      By:  Invemed Catalyst GenPar, LLC,
                                           its general partner

                                           By:  Gladwyne Catalyst GenPar, LLC,
                                                 its managing member


                                           ------------------------------------
                                           Name:  Suzanne Present
                                           Title:    Member

                                      AMBASSADORS GROUP, INC.


                                      By:
                                           ------------------------------------
                                           Name: Jeffrey D. Thomas
                                           Title:  Chief Executive Officer







                                       19
<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                       <C>
ARTICLE I DEFINITIONS...................................................................................   1

ARTICLE II REGISTRATION UNDER THE SECURITIES ACT........................................................   4
         2.1      Shelf Registration Statement..........................................................   4
         2.2      Expenses..............................................................................   5
         2.3      Postponements.........................................................................   5

ARTICLE III REGISTRATION PROCEDURES.....................................................................   6
         3.1      Obligations of the Company............................................................   6
         3.2      Seller Information....................................................................   9
         3.3      Notice to Discontinue.................................................................  10

ARTICLE IV INDEMNIFICATION; CONTRIBUTION................................................................  10
         4.1      Indemnification by the Company........................................................  10
         4.2      Indemnification by Holders............................................................  11
         4.3      Conduct of Indemnification Proceedings................................................  11
         4.4      Contribution..........................................................................  12
         4.5      Other Indemnification.................................................................  13
         4.6      Indemnification Payments..............................................................  13

ARTICLE V GENERAL ......................................................................................  13
         5.1      Adjustments Affecting Registrable Securities..........................................  13
         5.2      Registration Rights to Others.........................................................  13
         5.3      Availability of Information...........................................................  14
         5.4      Amendments and Waivers................................................................  14
         5.5      Notices...............................................................................  14
         5.6      Successors and Assigns................................................................  15
         5.7      Counterparts..........................................................................  15
         5.8      Descriptive Headings, Etc.............................................................  16
         5.9      Severability..........................................................................  16
         5.10     Governing Law.........................................................................  16
         5.11     Remedies; Specific Performance........................................................  16
         5.12     Entire Agreement......................................................................  16
         5.13     Nominees for Beneficial Owners........................................................  17
         5.14     Consent to Jurisdiction; Waiver of Jury...............................................  17
         5.15     Further Assurances....................................................................  17
         5.16     No Inconsistent Agreements............................................................  17
         5.17     Construction..........................................................................  18
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>v93143orexv5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
<PAGE>



                                                                       EXHIBIT 5

                               September 17, 2003


Ambassadors Group, Inc.
Dwight D. Eisenhower Building
110 S. Ferrall Street
Spokane, Washington 99202

         Re:   Common Stock of Ambassadors Group, Inc.

         We have acted as counsel to Ambassadors Group, Inc., a Delaware
Corporation (the "Company"), in connection with the preparation and filing with
the United States Securities and Exchange Commission under the Securities Act of
1933, as amended, of the Company's registration statement on Form S-3 (the
"Registration Statement"), relating to the registration for resale of 1,200,000
shares of the Company's Common Stock, $.01 value per share (the "Common
Shares").

         In arriving at the opinions expressed below, we have reviewed the
Registration Statement and the Exhibits thereto. In addition, we have reviewed
the originals or copies certified or otherwise identified to our satisfaction of
all such corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinions expressed below. In rendering the
opinions expressed below, we have assumed that the signatures on all documents
that we have reviewed are genuine and that the Common Shares will conform in all
material respects to the description thereof set forth in the Registration
Statement.

         Based on the foregoing, we are of the opinion that the Common Shares
issued have been duly authorized by all necessary corporate action on the part
of the Company and were validly issued, fully paid, and nonassessable.

         The foregoing opinions are limited to the General Corporation Law of
the State of Delaware.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.

                                  Very truly yours,


                                  /s/ RICHMAN, MANN, CHIZEVER, PHILLIPS & DUBOFF
                                  ----------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>v93143orexv23w2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.2

                       Consent of Independent Accountants

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 5, 2003 relating to the
financial statements, which appears in Ambassadors Group, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 2002. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon
September 17, 2003

</TEXT>
</DOCUMENT>
</SUBMISSION>
