INTRAV INC, S-2, 1999-03-01

INTRAV INC
S-2, 1999-03-01
TRANSPORTATION SERVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1999

REGISTRATION NO. 333-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
---------------------

FORM S-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
INTRAV, INC.

(Exact name of registrant as specified in its charter)
------------------------------

<TABLE>
<CAPTION>
MISSOURI 43-1323155
<S> <C>
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
</TABLE>

7711 BONHOMME AVENUE
ST. LOUIS, MISSOURI 63105-1961
(314) 727-0500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

WAYNE L. SMITH II
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
INTRAV, INC.
7711 BONHOMME AVENUE
ST. LOUIS, MISSOURI 63105-1961
(314) 727-0500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

Copies to:
<TABLE>
<S> <C>
THOMAS A. LITZ, ESQ. J. MARK KLAMER, ESQ.
THOMPSON COBURN BRYAN CAVE LLP
ONE MERCANTILE CENTER ONE METROPOLITAN SQUARE
SUITE 3400 211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63101 ST. LOUIS, MISSOURI 63102
TELEPHONE: (314) 552-6000 TELEPHONE: (314) 259-2000
FACSIMILE: (314) 552-7000 FACSIMILE: (314) 259-2020
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof pursuant to Rule 11(a)(1)
of this Form, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering./ /

If this Form is a post-effective amendment filed pursuant to Rule 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. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /

<PAGE>
CALCULATION OF REGISTRATION FEE

<TABLE>
=======================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share... 2,875,000<F1> $19.00<F2> $54,625,000<F2> $15,186<F2>
=======================================================================================================================

<FN>
<F1> Includes an aggregate of 375,000 shares of Common Stock that may be
purchased by the underwriters from INTRAV, Inc. and the selling
shareholder to cover over-allotments, if any.
<F2> Estimated solely for determining the registration fee pursuant to Rule
457(c) under the Securities Act of 1933, and based upon the average of the
reported high and low prices of the Common Stock as reported by the Nasdaq
National Market on February 25, 1999.
</TABLE>

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

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 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

===============================================================================
<PAGE>
<PAGE>

SUBJECT TO COMPLETION, DATED FEBRUARY 26, 1999

******************************************************************************
* THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. *
* WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS *
* PROSPECTUS IS NOT AN OFFER TO SELL AND IT IS NOT SEEKING AN OFFER TO BUY *
* THESE SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT *
* PERMITTED. *
******************************************************************************

2,500,000 SHARES

INTRAV [logo]
THE DELUXE WORLD TRAVEL COMPANY

COMMON STOCK

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

INTRAV, Inc. is offering 500,000 shares and the selling shareholder is
offering 2,000,000 shares. INTRAV's common stock is quoted on the Nasdaq
National Market under the symbol "TRAV." On February 25, 1999, the last
reported sale price of INTRAV's common stock on the Nasdaq National Market was
$18.50 per share.

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

INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 5.

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

PRICE $ A SHARE

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

<TABLE>
<CAPTION>
PER SHARE TOTAL
------------- ----------
<S> <C> <C>
Public offering price................................... $ $
Underwriting discounts.................................. $ $
Proceeds, before expenses, to INTRAV.................... $ $
Proceeds, before expenses, to selling shareholder....... $ $
</TABLE>

INTRAV and the selling shareholder have granted the underwriters the right
to purchase up to an additional 375,000 shares of common stock to cover
over-allotments. The underwriters expect to deliver the shares to purchasers on
, 1999.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

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

A.G. EDWARDS & SONS, INC. STIFEL, NICOLAUS & COMPANY
INCORPORATED

PROSPECTUS DATED , 1999
<PAGE>
<PAGE>

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

Our principal executive offices are located at 7711 Bonhomme Avenue, St.
Louis, Missouri 63105, and our telephone number is (314) 727-0500.
<PAGE>
<PAGE>
PROSPECTUS SUMMARY

The following summary contains basic information about this offering. It
likely does not contain all the information that is important to you in making
a decision to purchase the common stock offered in this offering. For a more
complete understanding of this offering, we encourage you to read this entire
document and other documents to which we refer. Unless the context otherwise
indicates, all references in this document to the "Company," "INTRAV," "we,"
"us," and "our" mean INTRAV, Inc. and INTRAV's wholly-owned subsidiaries.

INTRAV

OUR BUSINESS

INTRAV designs, markets and operates deluxe, escorted, worldwide travel
programs and cruises. We provide a diverse offering of programs primarily to
affluent, well-educated, mature individuals in the United States who desire
substantive travel experiences. Our small cruise ship programs allow our
travelers to visit secluded places of natural beauty and cultural interest
aboard our four owned and operated ships and others that we charter. We also
offer programs that use privately chartered jet aircraft which allow our
travelers to visit locations not as conveniently or comfortably served by
commercial airlines. Our 1998 programs included, for example, cruises in
Antarctica, New Zealand and Alaska, around-the-world trips by supersonic
Concorde, tours of Africa aboard a privately chartered and reconfigured L-1011
jet aircraft, and river cruises in Europe and Russia. We reported total
revenues of $126.0 million in 1998 and, from 1996 to 1998, our income before
extraordinary item has grown at a compound annual rate of 39.0% from $3.5
million to $6.8 million.

Founded in 1959, INTRAV has 40 years of experience in designing and
operating high quality programs that offer distinctive attributes for the
discerning traveler who prefers an intimate and enriching travel experience. In
1998, these programs generally ranged in price from $2,000 to $58,000 per
passenger. With our focus on small ships and privately chartered jet programs,
we seek to provide an attractive alternative to big-ship cruises (ships that
carry 400 or more passengers) and other travel programs offered to the mass
travel market in the United States.

Our typical traveler is affluent and over the age of 55. U.S. census
estimates show the segment of the population between ages 55 and 74 is expected
to grow from 41.0 million in 1998 to 48.0 million in the year 2005, and to
73.1 million in 2020. According to the Travel Industry Association of America,
domestic travel spending increased from $308.0 billion in 1992 to $408.2 billion
in 1997. We believe that these demographic and spending trends will create
greater numbers of passengers in our target market and allow us to expand our
program offerings.

In December 1996, we acquired Clipper Cruise Line, Inc. which offered
cruise programs in the United States, Central America and the Caribbean Islands
on its two small cruise ships, the M/V Nantucket Clipper and the M/V Yorktown
Clipper. The acquisition of Clipper provided us with additional products and
expertise in the small-ship cruise market and expanded our distribution
capabilities through Clipper's travel agent network. Since the Clipper
acquisition, we have expanded our small-ship programs through the acquisition
of two additional small cruise ships, the M/S Clipper Adventurer, which began
operations in April 1998, and the M/S Clipper Odyssey, which we will begin
operating in November 1999.

OPERATING STRATEGIES

Our objective is to build shareholder value by providing distinctive,
high-quality travel programs and cruises to our travelers. To pursue this
objective, we have developed the following operating strategies:

* Focus on small-ship and private jet travel programs. We seek to provide
our travelers with a diverse selection of program offerings, each
representing a unique travel experience, by designing and operating high
quality and distinctive small-ship and deluxe private jet adventures.

* Reduction of big-ship cruise offerings. We have reduced and will continue
to reduce the number of big-ship cruises we offer in order to focus on
more profitable small-ship and private jet programs that provide the type
of experiential travel desired by our travelers.

2
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* Attention to customer satisfaction. Customer satisfaction and first-class
service have been and will continue to be critical to our business as we
seek to provide our travelers with a quality travel experience. We
believe this contributes to positive "word of mouth" advertising and
repeat business from our travelers.

* Emphasis on efficient marketing efforts. We continually seek ways to use
our resources, including direct mail capabilities, to efficiently and
cost-effectively market our travel programs through affinity groups,
travel agents and directly to potential travelers.

GROWTH STRATEGIES

In order to achieve future growth, we have adopted several strategies
that we believe will complement the identified demographic trends in our
targeted market segment. These strategies include:

* Developing and expanding program offerings. In order to attract and
accommodate future customers, we intend to expand the scope and number of
travel program offerings through our extensive industry experience and
relationships and in-house research capabilities.

* Expanding and maximizing utilization of distribution channels. We intend
to develop new travel customers by increasing targeted marketing through
an expanding and enhanced travel agent network, selected affinity group
relationships, our past traveler base and a recent initiative in the
corporate incentive market.

* Enhancing our brand name recognition. We plan to create and pursue
marketing initiatives to enhance our brand name recognition and create
franchise value for the INTRAV brand of travel programs.

* Pursuing acquisitions of additional ships and travel businesses. We
continually evaluate opportunities to acquire additional small cruise
ships and travel service businesses that we believe can contribute to our
growth through customer, distribution channel and product expansion.

THE OFFERING

The following information is based on 5,114,200 shares outstanding at
February 10, 1999 and excludes 375,000 shares of common stock issuable upon
exercise of the over-allotment option. The over-allotment option is described
in "Underwriting." This information also excludes 750,000 shares reserved for
issuance under our stock option plan. Under the plan, options to purchase
522,000 shares were outstanding as of February 1, 1999. The weighted average
exercise price of these options was $11.17 per share.

<TABLE>
<S> <C>
Common Stock offered by INTRAV.......................... 500,000 shares
Common Stock offered by the Revocable Trust of
Barney A. Ebsworth.................................... 2,000,000 shares
Common Stock to be outstanding after the offering....... 5,614,200 shares
Common Stock to be held by the Revocable Trust of
Barney A. Ebsworth after the offering................. 1,825,000 shares
Use of proceeds......................................... We estimate that we will receive net proceeds
of $8.4 million from the offering. We intend to
use our net proceeds to repay outstanding
indebtedness and for general corporate purposes
including working capital. We will not receive
any of the proceeds from the sale of common
stock by the selling shareholder.
Dividend policy......................................... We intend to continue to pay regular quarterly
cash dividends at an annual rate of
approximately $0.50 per share, subject to our
financial condition and action by our board of
directors.
Nasdaq National Market symbol........................... TRAV
</TABLE>

3
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<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

The following table sets forth our summary consolidated financial data.
Certain of the data presented here is derived from our consolidated financial
statements. The acquisition of Clipper Cruise Line in 1996 was accounted for in
a manner similar to the pooling-of-interests method and, accordingly, we have
restated all financial data for 1995 and 1994 to include the accounts and
results of operations of Clipper Cruise Line for all periods prior to the
acquisition. The consolidated financial data as of December 31, 1998 and for
the three years in the period then ended has been derived from our audited
consolidated financial statements included elsewhere in this Prospectus. You
should read those financial statements and related notes thereto and the
selected consolidated financial information for a further explanation of the
financial data summarized here. You also should read the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
section which describes a number of factors which have affected our financial
results. See "Where You Can Find More Information" and "Incorporation of
Certain Documents by Reference."

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF INCOME DATA:
Revenues.......................................... $108,876 $114,845 $126,081 $122,523 $125,997
Cost of operations................................ 83,934 91,035 101,651 99,007 98,156
-------- -------- -------- -------- --------
Gross profit.................................. 24,942 23,810 24,430 23,516 27,841
Selling, general and administrative............... 15,587 15,135 16,924 15,353 15,587
Depreciation and amortization..................... 1,853 1,787 1,849 1,336 1,992
-------- -------- -------- -------- --------
Operating income.............................. 7,502 6,888 5,657 6,827 10,262
Investment income................................. 1,265 1,883 1,643 978 1,060
Interest expense.................................. (2,058) (2,370) (1,904) (85) (721)
-------- -------- -------- -------- --------
Income before income taxes and extraordinary
item........................................ 6,709 6,401 5,396 7,720 10,601
Provision for income taxes........................ 2,330 2,254 1,887 2,780 3,817
-------- -------- -------- -------- --------
Income before extraordinary item.............. 4,379 4,147 3,509 4,940 6,784
Extraordinary item................................ - - (344) - -
-------- -------- -------- -------- --------
Net income.................................... $ 4,379 $ 4,147 $ 3,165 $ 4,940 $ 6,784
======== ======== ======== ======== ========
Basic net income per share........................ $ 0.88 $ 0.80 $ 0.61<F1> $ 0.97 $ 1.32
Weighted average shares used in basic net income
per share calculation........................... 5,000 5,200 5,195 5,100 5,135
Diluted net income per share...................... $ 0.88 $ 0.80 $ 0.61<F1> $ 0.96 $ 1.29
Weighted average shares used in diluted net income
per share calculation........................... 5,000 5,200 5,195 5,127 5,252
Dividends per common share........................ $ 0.90 $ 0.25 $ 0.60 $ 0.50 $ 0.50

PERFORMANCE RATIOS:
Gross profit margin on revenues................... 22.9% 20.7% 19.4% 19.2% 22.1%
Operating income margin on revenues............... 6.9% 6.0% 4.5% 5.6% 8.1%
Net income margin on revenues..................... 4.0% 3.6% 2.5% 4.0% 5.4%

<CAPTION>
DECEMBER 31, 1998
----------------------------
ACTUAL AS ADJUSTED<F2>
--------- ---------------
(IN THOUSANDS)
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents, restricted cash and restricted
marketable securities....................................... $15,452 $15,452
Total assets................................................ 86,558 86,558
Total long-term debt........................................ 20,800 12,432
Shareholders' equity........................................ 10,602 18,970

<FN>
- --------
<F1> Includes extraordinary item. Basic and diluted net income per share before
extraordinary item was $0.68 in 1996.
<F2> As adjusted to give effect to the sale of the common stock offered hereby
by INTRAV after deducting underwriters' discounts and estimated offering
expenses and the application of proceeds therefrom (excluding the
over-allotment option), as if it had been consummated on December 31,
1998. See "Use of Proceeds" and "Capitalization."
</TABLE>

4
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RISK FACTORS

You should carefully consider the following risks, together with the other
information contained and incorporated by reference in this Prospectus before
deciding to invest in shares of our common stock. The following risks relate
principally to our business and the industry in which we operate. The risks and
uncertainties classified below are not the only ones we face.

Certain statements in this section and elsewhere in this Prospectus
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, including, but not limited to, demand for our
travel programs and unforeseen natural or political events, that may cause our
actual results, performance or achievements to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements.

UNANTICIPATED CATASTROPHIC EVENTS COULD REDUCE THE DEMAND FOR TRAVEL PROGRAMS

Because a large portion of our travel programs are conducted outside the
United States, we are subject to risks inherent in doing business
internationally. These risks include:

* war;

* international terrorism;

* civil disturbances;

* political instability;

* governmental activities; and

* deprivation of contract rights.

Periods of widespread international unrest may reduce demand for our travel
programs and could have a material adverse effect on our results of operations.
Examples of such events which have adversely affected our operations include
terrorist activities in Egypt in 1993, the Gulf War in 1991 and the Chernobyl
disaster in 1986. Demand for our travel programs also may be adversely affected
by natural occurrences such as hurricanes, earthquakes, epidemics and flooding
in geographic regions in which we conduct our travel programs.

CHANGES IN PROGRAM COSTS AND FLUCTUATION OF CURRENCY EXCHANGE RATES COULD
ADVERSELY AFFECT OUR PROFITABILITY

Our program costs may increase between the time we set our program prices
and when we pay various suppliers. Also, a decline in the value of the U.S.
dollar during such period would effectively increase our costs. We typically
set our program prices nine to 18 months ahead of time. While we retain the
right to adjust our program pricing to recover such increased costs, there can
be no assurance that we will be able to recover the increased costs. While we
also at times purchase forward contracts to hedge against declines in the value
of the U.S. dollar, our efforts may not be successful. For a more complete
discussion of the risks of currency fluctuation, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Foreign Currency
Hedging Program."

WE ARE DEPENDENT ON TRAVEL SUPPLIERS

We currently rely on travel suppliers for access to certain distinctive
products and services that are not readily replaceable. If any of those travel
suppliers were to stop working with us, we would lose some of our ability to
distinguish our programs from our competitors' programs. Any decline in the
quality of travel products and services provided by our suppliers, or a
perception by travelers of such a decline, could adversely affect our
reputation. Our reputation in providing top quality travel programs is
important to our ability to market our products, and if our reputation is
harmed we may not be able to market our travel programs effectively.

COMPETITION WITHIN THE TRAVEL INDUSTRY

The travel industry is highly competitive. We recognize four major direct
competitors that compete with us in the affinity group travel market segment
and nine principal competitors that compete with us in the

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small-ship cruise market. We also compete against a wide range of vacation
alternatives, including cruises, destination resorts and other travel programs.
Certain companies engaged in the travel business have greater financial,
marketing and sales resources than us. Our present competitors or companies
that choose to enter the marketplace in the future may exert significant
competitive pressures on us, and cause us to lower prices which could lead to
decreased profitability.

WE ARE HIGHLY DEPENDENT UPON CERTAIN KEY PERSONNEL WITH KNOWLEDGE OF AND
EXPERIENCE IN THE TRAVEL INDUSTRY

Developing successful travel programs requires personnel with knowledge of
and experience in the travel industry. Our success is dependent, in part, on
the efforts of certain of our key personnel, including Paul H. Duynhouwer, our
President and Chief Executive Officer, who has over 39 years of experience in
the travel industry. Although we have entered into employment agreements with
certain key employees, including Mr. Duynhouwer, events beyond our control
could result in our loss of their services. Replacing them with qualified
persons with equivalent experience and in-depth knowledge of the travel
industry may be difficult. Without such key personnel, we may not be able to
create attractive travel programs. We do not maintain key man insurance on any
of our employees.

WE ARE AT RISK OF BEING SUED BY TRAVELERS

Due to the nature of our business, we may be subject to liability claims
arising out of accidents or disasters involving aircraft or ships on which our
travelers are traveling, including claims for serious personal injury or death.
We believe that we have adequate liability insurance for risks arising in the
normal course of our business. Although we have never experienced a liability
claim for which we did not have adequate insurance coverage, there can be no
assurance 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 may not be able to obtain insurance coverage at
acceptable levels and cost in the future. Successful assertion against us of
one or a series of large uninsured claims, or of one or a series of claims
exceeding any insurance coverage, could have a material adverse effect on our
results of operations or financial condition.

LOSS OF REVENUE WHILE CRUISE SHIPS ARE OUT OF SERVICE

From time to time our cruise ships may need to be taken out of service for
an extended period of time. The revenues lost during the time in which a ship
owned by us is out of service or the additional cost of providing a replacement
ship could have a material adverse effect on our results of operations or
financial condition. While we believe we have adequate insurance to cover
repairs to any of our cruise ships and we carry business interruption insurance
coverage, there can be no assurance that the coverage will be adequate or
available at reasonable rates in the future. In the event of a total loss of
one or more of our ships, our insurance would be insufficient to replace the
ship or to fully cover the impact of lost business.

OUR OPERATIONS ARE SUBJECT TO REGULATION OF PASSENGER VESSELS AND CHARTERS

Our operations are affected by laws and regulations of the United States
and certain foreign countries relating to the operation of passenger vessels
and public charters, including regulations issued by the U.S. Coast Guard,
Department of Transportation and Centers for Disease Control and Prevention. We
believe we are in material compliance with these laws and regulations and do
not believe that future compliance will have a material adverse impact on our
financial condition or results of operations. However, the penalties for
failing to comply with these laws and regulations could have a material adverse
effect on us, including, but not limited to, requiring that we delay or cancel
certain cruise departures or having our cruise ships impounded or seized. See
"Business--Government Regulation."

WE MAY BE ADVERSELY AFFECTED IF OUR YEAR 2000 REMEDIATION EFFORTS ARE NOT
SUCCESSFUL

We may be adversely affected if our Year 2000 remediation efforts are not
successful. We rely on computer systems, related software applications and
other control devices in operating and monitoring many aspects of our business,
including, but not limited to, our financial systems (such as general ledger
and accounts payable), billing and reservation systems, internal networks and
telecommunications equipment. We also rely directly and indirectly on the
internal and external systems of various independent business enterprises, such
as our suppliers, third party contractors and financial organizations, for
their accurate

6
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<PAGE>
exchange with us of date related information and for their continued
operations. We have initiated a Year 2000 compliance program to ensure that our
computer systems and applications will function properly beyond 1999. We
believe that we have allocated adequate resources for this purpose and expect
our Year 2000 compliance program to be successfully completed on a timely
basis. However, there is a possibility that the integration of the program will
not be successful.

We cannot be certain that we or third parties supporting our systems, have
resolved or will resolve all Year 2000 issues in a timely manner. Failure by us
or any such third party to successfully address the relevant Year 2000 issues
could result in disruptions of our business and the incurrence of significant
expenses by us. Additionally, we could be affected by any disruption to third
parties with which we do business if they have not successfully addressed their
Year 2000 issues.

OUR REVENUES MAY SUFFER IF GENERAL ECONOMIC CONDITIONS WORSEN

Our revenues and earnings may be affected by economic events that impact
domestic and international travel. Certain economic factors, such as a rise in
fuel prices or other travel costs, excessive inflation and currency
fluctuations, could result in a temporary or longer-term overall decline in
demand for our travel programs. The occurrence of any of these events could
have a material adverse effect on our business, financial condition and results
of operations. In addition, demand for our travel programs may be significantly
affected by the general level of economic activity and employment in the United
States. Therefore, any significant economic downturn or recession in the United
States could have a material adverse effect on our business, financial
condition and results of operations.

EFFECTIVE CONTROL BY MR. EBSWORTH

After this offering, Barney A. Ebsworth, our founder and principal
shareholder, will continue to have effective voting control, including with
respect to the election of our directors. He will be able to prevent an
affirmative vote which would be necessary for a merger, sale of assets or
similar transaction involving us, irrespective of whether other shareholders
believe such a transaction to be in their best interests. After this offering,
Mr. Ebsworth will beneficially own approximately 32.5% of the outstanding
shares of common stock. Our articles of incorporation and by-laws do not
provide for cumulative voting in the election of directors.

7
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USE OF PROCEEDS

We estimate that our net proceeds from the offering will be $8.4 million
(or $9.7 million if the underwriters exercise the over-allotment option in
full). We intend to use our net proceeds from the offering to repay outstanding
indebtedness under the terms of our credit facility with NationsBank, N.A.,
including borrowings incurred in connection with the purchase of the M/S
Clipper Odyssey, and for general corporate purposes. We will not receive any
proceeds from the sale of common stock by the selling shareholder. We used the
amounts borrowed under the credit facility to fund our operations, capital
expenditures, dividend payments, the renovation of our M/S Clipper Adventurer
cruise ship and the purchase of the M/S Clipper Odyssey. The credit facility
provides that we may select among various draw arrangements with varying
maturities and interest rates. The credit facility matures November 1, 2003. At
February 25, 1999, the outstanding borrowings under the credit facility were
$13.0 million with a weighted average interest rate of 6.7%. The portion of the
net proceeds from the sale of the common stock which is not used to repay
existing obligations will be temporarily invested in bank accounts and
short-term investment-grade securities pending its use for the purposes
described above.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Our common stock trades on the Nasdaq National Market under the symbol
"TRAV." The following table sets forth the reported high and low sales prices
of our common stock on the Nasdaq National Market and the quarterly dividends
declared per share for the periods indicated.

<TABLE>
<CAPTION>
PRICE RANGE
-------------------------- DIVIDENDS
HIGH LOW PER SHARE
----------- ----------- -------------
<S> <C> <C> <C>
Year Ended December 31, 1997:
First Quarter.......................................... $ 9.563 $ 7.250 $0.125
Second Quarter......................................... 9.375 7.000 0.125
Third Quarter.......................................... 12.250 8.625 0.125
Fourth Quarter......................................... 15.500 11.875 0.125

Year Ended December 31, 1998:
First Quarter.......................................... $15.500 $12.000 $0.125
Second Quarter......................................... 22.375 14.500 0.125
Third Quarter.......................................... 23.500 13.500 0.125
Fourth Quarter......................................... 19.750 14.000 0.125

Year Ending December 31, 1999:
First Quarter (through February 25, 1999).............. $22.000 $18.500 $0.125
</TABLE>

On February 25, 1999, the last reported closing sales price for the common
stock on the Nasdaq National Market was $18.50 per share. As of February 1,
1999, there were approximately 124 holders of record of INTRAV common stock.

8
<PAGE>
<PAGE>
DIVIDEND POLICY

We intend to continue our policy of declaring regular quarterly cash
dividends at an annual rate of $0.50 per share. The declaration of dividends
will be at the discretion of our board of directors and will depend upon our
earnings and financial condition and other factors as the board of directors
deems relevant. There is no requirement or assurance that we will pay future
dividends. We seek to retain an adequate portion of earnings to support our
operations and the growth of our business.

We have paid cash dividends on shares of our common stock for 15
consecutive quarters. On February 1, 1999, our board of directors declared a
regular cash dividend of $0.125 per share to be paid March 15, 1999 to
shareholders of record on February 26, 1999.

CAPITALIZATION

The following table sets forth our consolidated capitalization at December
31, 1998, and as adjusted to give effect to the sale by us of 500,000 shares of
common stock at an assumed price of $18.50 per share, less underwriting
discounts and estimated offering expenses and the application of proceeds
therefrom. This table excludes 750,000 shares reserved for issuance under our
stock option plan. Under the plan, options to purchase 522,000 shares were
outstanding at February 1, 1999. The weighted average exercise price of these
options was $11.17 per share. On December 11, 1998, we announced a stock
repurchase program pursuant to which we intend, over time as market conditions
permit, to buy up to 300,000 shares of our common stock on the open market.
Prior to suspending the program in anticipation of this offering, we had
repurchased 41,200 shares during 1999.

<TABLE>
<CAPTION>
DECEMBER 31, 1998
----------------------------
ACTUAL AS ADJUSTED
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Note payable................................................ $ 5,500 $ 5,500
======== ========
Long-term debt.............................................. $ 20,800 $ 12,432
-------- --------
Shareholders' equity:
Preferred Stock, $0.01 par value; 5,000,000 shares
authorized; no shares outstanding..................... - -
Common Stock, $0.01 par value; 20,000,000 shares
authorized; 5,325,000 shares issued, and 5,825,000
shares issued, as adjusted............................ 53 58
Additional paid-in capital.............................. 22,694 31,057
Accumulated deficit..................................... (10,449) (10,449)
-------- --------
Total............................................... 12,298 20,666
-------- --------
Treasury stock-at cost: 169,550 shares.................. (1,696) (1,696)
-------- --------
Total shareholders' equity.......................... 10,602 18,970
-------- --------
Total capitalization............................ $ 31,402 $ 31,402
======== ========
</TABLE>

On December 31, 1996, we acquired all the outstanding common stock of
Clipper Cruise Line from Windsor, Inc., a company controlled by Barney A.
Ebsworth. Pursuant to the purchase agreement, cash consideration of up to $3.0
million may be paid to the extent the cumulative net cruise revenues exceed
$70.0 million during the period January 1, 1997 through December 31, 2000.
Based upon our current operations, we expect to reach this $70.0 million
threshold in 1999, and thus the $3.0 million payment would become payable on
February 28, 2000. When such amount is reasonably likely to become payable, we
will record a liability of $3.0 million and a corresponding reduction in
retained earnings (or increase in accumulated deficit, if applicable), which
will reduce shareholders' equity.

9
<PAGE>
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected consolidated financial data.
The data presented here is derived from our consolidated financial statements.
The acquisition of Clipper Cruise Line in 1996 was accounted for in a manner
similar to the pooling-of-interests method and, accordingly, we have restated
all financial data for 1995 and 1994 to include the accounts and results of
operations for Clipper Cruise Line for all periods prior to the acquisition.
The consolidated financial data as of December 31, 1998 and for the three years
in the period then ended has been derived from our audited consolidated
financial statements included elsewhere in this Prospectus. You should read
those financial statements and related notes thereto and the selected
consolidated financial information for a further explanation of the financial
data summarized here. You also should read the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section which
describes a number of factors which have affected our financial results. See
"Where You Can Find More Information" and "Incorporation of Certain Documents
by Reference."

<CAPTION>
DECEMBER 31,
-------------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents, restricted cash and
restricted marketable securities................ $ 28,180 $ 31,224 $ 14,114 $ 15,416 $ 15,452
Total assets...................................... 62,285 68,966 52,594 56,801 86,558
Total long-term debt.............................. 11,019 10,317 3,000 7,450 20,800
Shareholders' equity (deficit).................... (265) 4,970 3,781 5,517 10,602

<FN>
- --------
<F1> Includes extraordinary item. Basic and diluted net income per share before
extraordinary item was $0.68 in 1996.
</TABLE>

10
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Our revenues include revenues from the sale of base travel programs, as
well as optional products and services, including sightseeing, program
extensions, airfare and medical and educational seminars. Cost of operations
include the costs of airfare, ship, hotel and other accommodations and services
included in the base programs and optional products and services. Also included
are the costs of creating and distributing promotional materials for each
program and promotional expenses, including commissions paid to travel agents
and others.

We operate in one business segment. Although we primarily manage our
operations on a trip by trip basis, for ease of presentation, we have
classified the trips based on the primary mode of transportation. The
primary modes of transportation consist of small ships, private jet, and
other, including big ships.

Over the past few years, we have made efforts to improve our financial
margins. We have done this by reducing costs, primarily by improving the
efficiency of our direct mail programs, and by replacing lower margin travel
programs, such as big-ship cruises, with higher margin travel programs, such as
small-ship cruises and private jet programs.

Revenues and costs are recognized as services are provided, generally upon
completion of a tour; however, revenues and costs for certain significant or
long duration tours are recognized on a proportionate basis based on number of
days traveled. In 1999 we will be offering three private jet millennium trips
which will commence in December 1999 and end in January 2000. The revenues and
costs for these trips will be recognized on a proportionate basis.

RESULTS OF OPERATIONS

The following table summarizes certain consolidated statements of income
data expressed as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Revenues.................................................... 100.0% 100.0% 100.0%
Cost of operations.......................................... 80.6 80.8 77.9
------- ------- -------
Gross profit............................................ 19.4 19.2 22.1
Selling, general and administrative......................... 13.4 12.5 12.4
Depreciation and amortization............................... 1.5 1.1 1.6
------- ------- -------
Operating income........................................ 4.5 5.6 8.1
Investment income........................................... 1.3 0.8 0.9
Interest expense............................................ (1.5) (0.1) (0.6)
------- ------- -------
Income before income taxes and extraordinary item....... 4.3 6.3 8.4
Provision for income taxes.................................. 1.5 2.3 3.0
------- ------- -------
Income before extraordinary item........................ 2.8 4.0 5.4
Extraordinary item.......................................... (0.3) - -
------- ------- -------
Net income.............................................. 2.5% 4.0% 5.4%
======= ======= =======
</TABLE>

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Revenues increased $3.5 million, or 2.8%, from $122.5 million for the year
ended December 31, 1997 to $126.0 million in 1998. The increase was primarily
due to the increases in revenues from small-ship and private jet travel
programs, which were largely offset by decreases in revenue from big-ship
cruise programs. The average revenue per traveler increased from $4,879 in 1997
to $5,066 in 1998 for the same reasons.

Cost of operations decreased $0.9 million, or 0.9%, from $99.0 million for
the year ended December 31, 1997 to $98.2 million in 1998. Cost of operations
decreased as a percentage of revenues from 80.8% in 1997

11
<PAGE>
<PAGE>
to 77.9% in 1998. Promotional expenses declined both in aggregate and as a
percentage of revenues due to the Company's focus on more effective promotional
expenditures.

Gross profit increased $4.3 million, or 18.4%, from $23.5 million for the
year ended December 31, 1997 to $27.8 million in 1998. Gross profit as a
percentage of revenues increased from 19.2% in 1997 to 22.1% in 1998. The
increase in gross profit and gross profit margin for the year was attributable
to the Company's focus on higher margin travel programs and increasing the
number of travelers per promotional dollar expended.

Selling, general and administrative expenses increased $0.2 million, or
1.5%, from $15.4 million for the year ended December 31, 1997 to $15.6 million
in 1998. Selling, general and administrative expenses decreased as a percentage
of revenues from 12.5% in 1997 to 12.4% in 1998. This decrease was primarily
due to a reduction in compensation expense due to personnel changes made in
1997, as well as the increased use of stock options as part of the incentive
compensation program for key employees. These efforts were partially offset by
the cost of additional administrative personnel necessary for the commencement
of the M/S Clipper Adventurer operations in April 1998.

Depreciation and amortization increased $0.7 million, or 49.1%, from $1.3
million for the year ended December 31, 1997 to $2.0 million in 1998.
Depreciation and amortization increased as a percentage of revenues from 1.1%
in 1997 to 1.6% in 1998. This increase was primarily related to depreciation on
the M/S Clipper Adventurer which commenced operations in April 1998 and to two
months' depreciation on the M/S Clipper Odyssey which was acquired in November
1998.

Investment income increased $0.1 million, or 8.4%, from $1 million for the
year ended December 31, 1997 to $1.1 million for the year ended December 31,
1998. This increase was attributable to the increase in the average monthly
balance of investable cash generated from advance deposits relating to the M/S
Clipper Adventurer. The average interest rate was 5.9% in 1998 and 5.8% in
1997. The average monthly balance of cash and marketable securities during the
period increased from $17.0 million in 1997 to $18.1 million in 1998.

Interest expense increased $0.6 million, or 748.2%, from $0.1 million for
the year ended December 31, 1997 to $0.7 million in 1998. Interest increased as
a percentage of revenues from 0.1% in 1997 to 0.6% in 1998. The increase was
primarily due to the amounts paid on borrowings under the Company's $30.0
million revolving credit facility. The borrowings were necessary as the Company
completed the renovation of the M/S Clipper Aventurer and completed the purchase
of the M/S Clipper Odyssey in November 1998.

The Company's effective income tax rate remained consistent at 36.0% in
1997 and 1998.

Net income increased $1.8 million, or 37.3%, from $4.9 million for the year
ended December 31, 1997 to $6.8 million in 1998. Net income as a percentage of
revenues increased from 4.0% in 1997 to 5.4% in 1998. The increase in net
income for this period was attributable primarily to the Company's focus on
higher margin travel programs while decreasing promotional expenditures per
traveler.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Revenues decreased $3.6 million, or 2.9%, from $126.1 million for the year
ended December 31, 1996 to $122.5 million in 1997. The decrease was due to
2,220 fewer travelers, a decrease of 8.1%, from 27,334 travelers in 1996 to
25,114 in 1997. The decrease in travelers was partially offset by an increase
in the average revenue per traveler of $266, from $4,613 in 1996 to $4,879 in
1997. The reduction in travelers on the Company's big-ship cruises accounted
for most of the decrease in revenue. However, because the big-ship cruises are
lower priced trips relative to other travel programs, average revenue per
traveler actually increased.

Cost of operations decreased $2.6 million, or 2.6%, from $101.7 million for
the year ended December 31, 1996 to $99.0 million in 1997. The decrease in 1997
was primarily due to the decrease in revenues in 1997 compared to 1996. While
the overall cost of operations decreased in 1997, the Company experienced
increases in the costs of promoting its programs compared to the prior year.
Promotional expenses were $19.8 million in 1997 and $19.1 million in 1996. The
increase in promotional expenses in 1997 was primarily attributable to
increased postage and commission expenses compared to 1996.

Gross profit decreased $0.9 million, or 3.7%, from $24.4 million for the
year ended December 31, 1996 to $23.5 million in 1997. Gross profit as a
percentage of revenues decreased from 19.4% in 1996 to 19.2% in 1997. The
decrease in 1997 was due to the decreased revenue and higher promotional
expenses as a percent of revenues.

12
<PAGE>
<PAGE>
Selling, general and administrative expenses decreased $1.6 million, or
9.3%, from $16.9 million for the year ended December 31, 1996 to $15.4 million
in 1997. Selling, general and administrative expenses decreased as a percentage
of revenues from 13.4% in 1996 to 12.5% in 1997. The 1996 amount included
approximately $1.0 million paid to a key employee of Clipper Cruise Line
pursuant to an existing employment agreement prior to the Company's acquisition
of Clipper Cruise Line as well as $.3 million in contractual severance expenses
relating to a departed executive. Contractual severance expenses relating to
departed executives totaled $0.4 million in 1997.

Depreciation and amortization decreased $0.5 million, or 27.7%, from $1.8
million for the year ended December 31, 1996 to $1.3 million in 1997.
Depreciation and amortization decreased as a percentage of revenues from 1.5%
in 1996 to 1.1% in 1997. The reduction in 1997 was attributable to a change in
the estimated useful lives of the M/V Nantucket Clipper and M/V Yorktown
Clipper. Prior to 1997, both ships were depreciated over a period of 25 years
commencing on the dates placed in service, which were in 1984 and 1988,
respectively. Supported by updated appraisals obtained at the time of the
Clipper Cruise Line acquisition, management determined that the remaining
estimated useful life of each ship as of January 1, 1997 was 30 years. The net
book value of each ship as of January 1, 1997 is being depreciated on a
straight-line basis based on such schedule.

Investment income decreased $0.7 million, or 40.5%, from $1.6 million for
the year ended December 31, 1996 to $1.0 million in 1997. The reduced level of
investment income in 1997 was due to decreased levels of investable cash due to
the use of approximately $9.9 million to acquire Clipper Cruise Line and $10.9
million to pay off Clipper Cruise Line's ship mortgages. The Company's average
monthly balance of cash and marketable securities was $17.0 million in 1997 and
$29.3 million in 1996, earning 5.8% and 5.6% rates of return, respectively.

Interest expense decreased $1.8 million, or 95.5%, from $1.9 million for
the year ended December 31, 1996 to $0.1 million in 1997. Interest expense
consisted of amounts paid by the Company on the U.S. Government Guaranteed
Financing Bonds relating to the cruise ships, other outstanding loan balances
and amounts outstanding under the revolving credit facility. The reduced level
of interest expense in 1997 was due to the payoff of the U.S. Government Bonds
and other outstanding loans.

The Company's effective income tax rate was 36.0% in 1997 which compares to
an effective income tax rate of 35.0% in 1996. The exclusion of nontaxable
interest income and effects of state taxes are the primary factors for the
effective tax rate to differ from the statutory federal income tax rate.

Net income increased $1.8 million, or 56.1%, from $3.2 million for the year
ended December 31, 1996 to $4.9 million in 1997. Net income as a percentage of
revenues increased from 2.5% in 1996 to 4.0% in 1997. The increase in net
income was primarily attributable to a reduction in the Company's interest
expense, depreciation expense, and selling, general and administrative expense
relative to changes in management compensation.

LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its operations, capital expenditures and dividend
payments through cash flows generated from operations and its revolving credit
facility. The Company receives advance payments and deposits prior to travel
departures, which are recorded as deferred revenue. Advance payments are a
significant source of operating cash flow and are used by the Company to prepay
certain program and promotional costs, with the balance invested to generate
investment income or used to repay debt.

Deferred revenue, representing payments received from travelers for tour
departures that have not been completed, increased $3.0 million, or 11.2%, from
$26.8 million at December 31, 1997 to $29.8 million at December 31, 1998. This
increase represents primarily the deferred revenue collected for first quarter
1999 cruise departures of the M/S Clipper Adventurer. There were no
corresponding first quarter 1998 departures as the M/S Clipper Adventurer
commenced service in April 1998. Of the deferred revenue at December 31, 1998,
74.6%, or $22.3 million, relates to tour departures that are scheduled for
completion by March 31, 1999.

13
<PAGE>
<PAGE>
The Company's revolving credit facility permits borrowings up to $30.0
million. The credit facility provides that the Company may select among various
draw arrangements with varying maturities and interest rates. The maturity on
the credit facility is November 1, 2003. Borrowings under this credit facility
were $20.8 million as of December 31, 1998. At February 25, 1999, outstanding
borrowings under the credit facility were $13.0 as the Company had repaid $7.8
million of its borrowings with cash made available by replacing certain escrow
requirements with a surety bond. The borrowings had a weighted average interest
rate of 6.7% as of February 25, 1999. In connection with the purchase of the
M/S Clipper Odyssey in November, 1998, the Company delivered to the seller a
$5.5 million one-year promissory note. This note bears interest at the rate of
4.0% per annum.

Net cash provided by operations was $1.8 million, $7.6 million and $7.5
million in 1996, 1997 and 1998, respectively, reflecting net income and the
changes in current asset and liability accounts for the years indicated,
including the change in deferred revenue noted above.

Net cash used in investing activities increased $15.1 million, from $9.2
million in 1997 to $24.3 million in 1998. The increase in investing activities
in 1998 was primarily the result of investment in the M/S Clipper Adventurer
and the purchase of the M/S Clipper Odyssey. The capital expenditures on
property and equipment of $10.0 million and $25.0 million in 1997 and 1998,
respectively, primarily represent continued investment in Company-owned small
ships.

Net cash provided by financing activities increased from $0.8 million in
1997 to $11.7 million in 1998. The increase in cash provided by financing
activities was primarily the result of a $13.4 million net increase in
revolving line of credit borrowings and $1.4 million of cash proceeds from
the issuance of 113,000 shares of common stock from its treasury during the
year ended December 31, 1998 in satisfaction of stock options exercised by past
Company employees.

The Company paid dividends of $3.2 million, $2.5 million and $2.6 million
during 1996, 1997 and 1998, respectively. During 1997 and 1998, the Company
repurchased 96,750 shares and 29,400 shares of common stock, respectively, in
the open market for an aggregate of $0.8 million and $0.5 million,
respectively. On December 11, 1998, the Company announced a stock repurchase
program pursuant to which it intends, over time as market conditions permit, to
buy up to 300,000 shares of its common stock on the open market. Prior to
suspending the program in anticipation of this offering, the Company had
repurchased 41,200 shares during 1999.

On December 31, 1996, the Company acquired all the outstanding common stock
of Clipper Cruise Line from Windsor, Inc., a company controlled by Barney A.
Ebsworth, the Company's founder, Chairman of the Board and majority
stockholder. Due to the common ownership and control of Mr. Ebsworth over both
the Company and Clipper Cruise Line, the acquisition was accounted for in a
manner similar to the pooling-of-interests method and, accordingly, all
financial data has been restated to include the accounts and results of
operations of Clipper Cruise Line for all periods prior to the acquisition. The
Stock Purchase Agreement included an initial payment of approximately $9.9
million and the assumption of indebtedness of $5.5 million owed by Clipper
Cruise Line to Windsor, with an additional $0.2 million paid on March 14, 1997.
Additional cash consideration of up to $3.0 million may be paid to the extent
the cumulative net cruise revenues of Clipper Cruise Line exceed $70.0 million
for the period January 1, 1997 through December 31, 2000. Based upon the
Company's current operations, we expect to reach this $70.0 million threshold
in 1999, and thus the $3.0 million payment would become payable on February 28,
2000. When such amount is reasonably likely to become payable, the Company will
record a liability of $3.0 million and a corresponding reduction in retained
earnings (or increase in accumulated deficit, if applicable), which will reduce
shareholders' equity.

In connection with the acquisition of Clipper Cruise Line, the Company
entered into a $10.0 million revolving credit facility agreement. The Company
financed the acquisition primarily from its cash on hand, which had the effect
of significantly reducing cash and marketable securities at December 31, 1996,
and included a $3.0 million draw on its revolving credit facility. In October
1998, the Company amended the credit facility to increase permitted borrowings
to $30.0 million and to extend the maturity to November 1, 2003. The increase
provided for the additional funding necessary to complete the purchase of the
M/S Clipper Odyssey in November 1998, and for other capital expenditures. Cash
flow from operations together

14
<PAGE>
<PAGE>
with draws against the revolving credit facility will provide for up to $2.0
million for renovation of the M/S Clipper Odyssey, for the retirement of the
$5.5 million one-year note payable to the seller of the M/S Clipper Odyssey and
for other capital expenditures as needed. As of February 25, 1999, the Company
had outstanding borrowings of $13.0 million with a weighted average interest
rate of 6.7% under its revolving credit facility.

QUARTERLY RESULTS OF OPERATIONS

The unaudited results of operations by quarter for 1997 and 1998 were as
follows:
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------------------
1997 1998
------------------------------------------------------- --------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31 MARCH 31 JUNE 30
------------ ----------- ------------ ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues..................... $27,174 $23,905 $36,423 $35,021 $26,719 $22,057
Gross profit................. 5,151 5,013 6,617 6,735 5,118 5,442
Operating income............. 1,100 1,024 2,207 2,495 1,392 1,447
Net income................... $ 792 $ 801 $ 1,600 $ 1,747 $ 985 $ 943

<CAPTION>
QUARTER ENDED
--------------------------
1998
--------------------------
Sept. 30 Dec. 31
----------- ------------
(IN THOUSANDS)
<S> <C> <C>
Revenues..................... $41,269 $35,952
Gross profit................. 8,464 8,817
Operating income............. 3,687 3,735
Net income................... $ 2,475 $ 2,381
</TABLE>

Our revenues tend to be higher in the third and fourth quarters because we
typically offer more small-ship cruises and private jet programs in these
quarters. This is a result of client demand for those programs

which we believe is driven by climate, crowd conditions and popularity of
certain destinations at particular times during the year.

FOREIGN CURRENCY HEDGING PROGRAM

Many of the Company's travel programs necessitate the purchase of services
from suppliers located outside the United States and certain of its payment
obligations to suppliers are denominated in foreign currencies. As a result,
the Company is exposed to the risk of fluctuating currency values. To protect
the U.S. dollar value of its foreign currency transactions, the Company may
enter into "forward contracts" which are commitments to buy foreign currencies
in the future at a contracted rate. The Company uses forward and option
contracts solely to hedge its foreign currency exposure and does not speculate
for future profits. Fluctuations in the value of the U.S. dollar in relation to
the currency of its suppliers have not had a material adverse effect on the
Company's results of operations.

INFLATION

Inflation affects the costs incurred by the Company in its purchases of
program components from its suppliers and in certain portions of its selling,
general and administrative expenses. The Company has offset the effects of
inflation through price increases and by controlling its expenses. The
Company's ability to increase prices is limited by competitive factors as well
as the need to maintain acceptable pricing for the markets in which it sells
its programs. In management's opinion, inflation has not had a significant
impact on the Company's operations during the three years ended December 31,
1998.

YEAR 2000 COMPATIBILITY

The Company relies on computer systems, related software applications and
other control devices in operating and monitoring certain aspects of its
business, including but not limited to, its financial systems (such as general
ledger and accounts payable modules), billing and reservation systems, internal
networks, telecommunications equipment and ship-board navigational systems and
equipment. The Company also relies, directly and indirectly, on the internal
and external systems of various independent business enterprises, such as its
suppliers, third-party contractors, customers and financial organizations for
their accurate exchange with the Company and use in general operations of date
related information.

The Company has initiated a Year 2000 compliance program. As part of its
compliance program, the Company has developed a plan to: (i) identify all
"business-critical" software that requires modification for the Year 2000 and
complete an estimate of the time and other resources required to complete
software modifications; (ii) receive written or oral confirmation from its
"business-critical" vendors that the services or equipment supplied by such
vendors is or will be Year 2000 compliant; (iii) institute a formal

15
<PAGE>
<PAGE>
communication process to keep senior management and the Board of Directors of
the Company apprised of significant Year 2000 issues; and (iv) develop a
schedule for completing necessary Year 2000 modifications in a timely manner.
The Company is underway with the inventory and assessment phases of its Year
2000 plan for "business-critical" infrastructure and application software.

The Company's plan has been implemented through various phases, depending
upon the functional area and the internal or external nature of the system
involved. For internal systems, the Company has progressed furthest and is
generally in the system conversion and testing phase, notably for its
internally-developed passenger billing and reservation system. This application
should be ready for user testing by mid-1999. A substantial portion of the
other office-based software and hardware are believed to be Year 2000-compliant
based upon vendor representations, with systems testing yet to be completed.
The Company has also substantially completed the inventory, assessment and
detailed analysis phases of its Year 2000 plan for ship-based
"business-critical" navigational and operational equipment and systems. These
"business-critical" systems for the Company's four ships should be Year 2000
compliant by June 30, 1999.

The Company believes that the final phases of its Year 2000 Plan will be
completed in advance of December 31, 1999. The Company has not incurred and,
based upon the information available to the Company at this time, does not
expect to incur significant future expenditures to address the Year 2000 issue.
Year 2000 expenses to the Company, consisting primarily of personnel time, the
accelerated replacement of systems and software and outside consultation have
totaled less than $0.2 million for the three years ended December 31, 1998.
Projected costs to the Company for the completion of its Year 2000 program are
expected to be less than $0.6 million. The Company does not believe that its
Year 2000 program has resulted in or will result in the postponement of its
other significant information technology projects.

As part of its Year 2000 program, the Company plans to complete a
contingency plan in 1999 which addresses the most reasonably likely
"business-critical" worst case scenarios. However, the Company cannot be
certain that third parties supporting the Company's systems or providing goods
and services to the Company have resolved or will resolve all Year 2000 issues
in a timely manner. There can be no assurance that third parties will achieve
timely Year 2000 compliance. Failure by the Company or any such third party to
successfully address the relevant Year 2000 issues could result in disruptions
of the Company's business and the incurrence of significant expenses by the
Company. Additionally, the Company could be adversely affected by any
disruption to third parties with which the Company does business if suppliers
of goods and services to those third parties have not successfully addressed
their Year 2000 issues.

RECENT ACCOUNTING PRONOUNCEMENTS

During 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), Reporting Comprehensive Income and Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures about Segments
of an Enterprise and Related Information.

SFAS 130 established standards for reporting and display of comprehensive
income in a full set of financial statements. In addition to displaying an
amount for net income (loss), the Company is now required to display other
comprehensive income (loss), which includes other changes in equity (deficit).
SFAS 130 had no effect on the Company's financial statements for the years
ended December 31, 1996, 1997 and 1998.

SFAS 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
also established standards for related disclosures about products and services,
geographic areas, and major customers. Management has considered the
requirements of SFAS 131 and, as reflected in note 12 to the Company's
consolidated financial statements, believes the Company operates in one
business segment.

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on the balance sheet at fair value. Changes in derivative fair value will either
be recognized in earnings as offsets to the changes in fair value of related
hedged assets, liabilities and firm commitments or, for forecasted transactions,
deferred and recorded as a component of other stockholders' equity until the
hedged transactions occur and are recognized in earnings. The ineffective
portion of a hedging derivative's change in fair value will be recognized in
earnings immediately. The Company is currently evaluating when it will adopt
this standard and the impact of the standard on the Company. The impact of
SFAS No. 133 will depend on a variety of factors, including the future level
of hedging activity, the types of hedging instruments used and the effectiveness
of such instruments.

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<PAGE>
BUSINESS

Our typical traveler is affluent and over the age of 55. U.S. census
estimates show the segment of the population between ages 55 and 74 is expected
to grow from 41.0 million in 1998 to 48.0 million in the year 2005, and to 73.1
million in 2020. According to the Travel Industry Association of America,
domestic travel spending increased from $308.0 billion in 1992 to $408.2 billion
in 1997. We believe that these demographic and spending trends will create
greater numbers of passengers in our target market and allow us to expand our
program offerings.

OPERATING STRATEGIES

Our objective is to build shareholder value by providing distinctive
high-quality travel programs and cruises to our travelers. To pursue this
objective, we have developed the following operating strategies:

* Focus on small-ship and private jet programs. By designing and operating
high quality and distinctive small-ship and private jet programs, we
offer travel experiences not readily available from other providers.
Through this focus, we seek to provide our targeted travelers with a
diverse selection of program offerings, each representing a unique travel
experience. We believe that some travelers are attracted to the prestige
of our travel programs--for example, Around the World by Supersonic
Concorde--while others are most interested in the content of our
programs--for example, a small-ship cruise to Antarctica accompanied by
expert lecturers and guides.

* Reduction of big-ship cruise offerings. We have reduced and will continue
to reduce the number of big-ship cruises we offer. In recent years, large
cruise ships have continued to grow in size and passenger capacity. The
cruises on these ships have increasingly focused on entertainment and on-
board activities, often including casinos and nightclubs, rather than the
type of experiential travel opportunities generally desired by our
travelers. As a result, we have reduced the number of big-ship cruises we
offer in order to focus on distinctive travel programs, such as
small-ship cruises and private jet adventures. In addition, our big-ship
cruise business has become less profitable as the industry has become
more crowded, increasingly relied upon discounting to attract passengers
and focused on incremental opportunities to capture travel revenues
through on-board activities.

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* Attention to customer satisfaction. Customer satisfaction and first-class
service have been and will continue to be critical to our business. In
order to maintain high customer satisfaction, our programs include
precisely executed itineraries that are unique and culturally enriching,
first-class transportation and accommodations and highly trained travel
and cruise directors, expedition leaders and local hosts. Our customer
satisfaction focus begins in the detailed program development stage and
continues through to the conclusion of each program. We believe this
focus not only enhances our travelers' experience, but serves as a
marketing opportunity through positive "word of mouth" endorsements by
our travelers. As a result of our efforts, more than one-third of our
travelers in 1998 were repeat customers.

* Emphasis on efficient marketing efforts. We market our travel programs
through affinity groups, travel agents and directly to potential
travelers. This diversity of distribution channels allows us to manage
our promotional efforts to optimize the number of travelers per marketing
dollar expended. Our marketing efforts are focused on direct-mail
campaigns that effectively utilize internal resources including brochure
development, mailing list management and targeted distribution. We access
the member lists of our affinity groups and travel agents to identify and
target individuals and groups of individuals that meet the demographic
makeup of our typical customer. In addition, we use our demographic
resources and market knowledge to develop and access narrowly focused
mailing lists, resulting in better response rates from our direct
marketing efforts.

GROWTH STRATEGIES

In order to achieve future growth, we have adopted several strategies
that we believe will complement the identified demographic trends in our
targeted market segment. These strategies include:

* Developing and expanding program offerings. In order to attract and
accomodate future customers, we intend to expand the scope and number of
our travel program offerings. By continually evaluating emerging trends
through various means, including travel industry relationships and
in-house research and customer travel questionnaires, we are able to
develop and provide a diverse array of programs for our customers. We
continually strive to identify opportunities that are created by
infrastructure development in specific geographic areas that were
previously unavailable to our travel customers. For example, the
Main-Rhine-Danube Canal in Europe opened in 1993 and allowed us to
develop a range of new itineraries.

* Expanding and maximizing utilization of distribution channels. We intend
to develop new travel customers by increasing targeted marketing of our
programs through an expanded and enhanced travel agent network, selected
affinity group relationships and to our past traveler base. By carefully
cultivating and expanding upon our established travel agent
relationships, we plan to distribute additional travel programs through
such channels. We will also continue to introduce Clipper brand
small-ship cruises to affinity groups to which Clipper had not
historically marketed. In many cases, the Clipper product offerings
replace lower-yielding, lower-profit big-ship cruises with
higher-yielding, higher-profit small-ship cruises.

We recently began to market small-ship cruises and private jet programs
to companies offering travel to their employees and others as incentives.
We believe that the smaller size of our private jet programs and
small-ship cruises are conducive to incentive travel because a client can
fill an entire program or cruise, allowing easy customization and
coordination of deluxe programs. In addition, our emphasis on and
reputation for providing quality programs and service is attractive to
companies that wish to provide a first-class incentive program.

* Enhancing our brand name recognition. We plan to create and pursue
marketing initiatives to enhance our brand name recognition throughout
our distribution channels. Traditionally, the INTRAV name was not
aggressively advertised to the traveler as marketing was primarily
conducted under affinity group names. As our distribution capabilities
have expanded we have begun marketing the INTRAV brand name through
targeted television advertisements to selected geographic markets and
through public relations efforts in the consumer and trade press. We
believe that our efforts to

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create greater public awareness of our brand will contribute positively
to our overall marketing efforts and generate franchise value for the
INTRAV brand of travel programs.

* Pursuing acquisitions of additional ships and travel businesses. We
continually evaluate opportunities to acquire additional small cruise
ships that we believe can support future growth. We may acquire one or
more additional small cruise ships in order to provide greater geographic
coverage and additional programs for our customers. Owning our ships
facilitates quality assurances of the travel experience on a constant
basis while providing programming and strategic flexibility.

We also continue to identify and explore acquisitions of other travel
service businesses that offer a strategic fit. Future acquisition
candidates may be considered to the extent that they increase the
inventory of desired travel programs, expand the potential traveler base
or distribution channels, and allow us to leverage overhead expenses. At
this time, we are not in negotiations to acquire any additional ships or
businesses.

PROGRAM DEVELOPMENT AND MANAGEMENT

In designing our programs, we coordinate the following activities: choosing
distinctive and attractive destinations; planning the day-to-day itinerary; and
determining which travel components will be included in a certain travel
program. We continually evaluate political climates and consumer demand trends
in the travel industry through comprehensive research including direct
observations, trade journals, travel brochures and publications, attending
trade shows, evaluating the results of our traveler questionnaires, consulting
with domestic and overseas suppliers and through relationships with sponsoring
associations. We utilize those resources along with our employees' extensive
travel experiences to select destinations that will be attractive to our
customers.

As destinations are selected, our program planning staff works closely with
experts to develop the itinerary for a specific destination. We oversee all
aspects of program operations, including hotels, ships, trains, aircraft (for
private charter programs) and other services. Based on industry standards,
location, value, availability and past customer ratings, we negotiate with
suppliers, including commercial airlines and other commercial carriers, and
then select hotels, ships, trains, aircraft and other components of our travel
programs. Once a travel program has been developed, our program planning staff
systematically visits each proposed destination to ensure that all
accommodations and services meet our quality and design standards for each
travel program. We believe that our ability to make "bulk" purchases and
commitments, as well as our established industry position, results in favorable
supplier relationships leading to benefits in costs, quality and flexibility
which ultimately benefit our travelers.

One of our travel directors accompanies each tour in order to provide
incremental customer service and to ensure that the highest possible level of
service is maintained. In addition, on many programs we provide educational and
cultural enrichment lectures to provide a traveler with insight on the places
he or she visits. For many destinations, we hire local hosts and the best
available professional guides to better connect the traveler to the
destination. In certain geographic areas, we employ destination managers to
provide value-added assistance based on the demands or opportunities presented
by the location of the program.

At the conclusion of each travel program, we generally distribute a
questionnaire to each of our travelers to solicit their input on the quality of
the program. We then review each completed questionnaire looking for specific
suggestions or areas of concern and consider such input for the purpose of
modifying existing programs and designing our future programs. Results of
questionnaire responses show that a majority of our travelers rate their overall
travel experience as "excellent," the highest rating possible.

PRODUCTS AND SERVICES

* Small-Ship Adventures. Our small-ship adventures use small ships and
riverboats to explore historic and/or remote locations that typically
cannot be visited by big cruise ships. Small-ship adventures feature an
unregimented and leisurely ambience, single-seat dining and highly
personalized service. Our travel directors accompany travelers on the
small-ship adventures, seeing to traveler needs as

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well as ensuring precise execution of scheduled excursions and lectures
by our expedition leaders and on-board specialists. In 1999, our small-
ship adventures include 55 itineraries and 172 departures and range in
price from $1,200 to $17,000.

Most of the vessels used for our small-ship cruises carry fewer than 160
passengers. We own and operate three small cruise ships, the M/V
Nantucket Clipper, the M/V Yorktown Clipper and the M/S Clipper
Adventurer. We recently purchased a fourth cruise ship, the Oceanic
Odyssey, which we will rename the M/S Clipper Odyssey and which we will
begin operating in November 1999. We also charter small ships and
vessels, including riverboats used to cruise the waterways of Europe. The
following table offers certain information regarding our company-owned
cruise ships:

<TABLE>
<CAPTION>
PASSENGER YEAR
SHIP COUNT REGISTRY BUILT LENGTH DRAFT CHARACTERISTICS
---- --------- -------- ----- -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
M/V Nantucket Clipper 100 U.S. 1984 207 feet 8 feet Certified for coastwise
international service.
M/V Yorktown Clipper 138 U.S. 1988 257 feet 8 feet Certified for coastwise
international service.
M/S Clipper Adventurer 122 Bahamas 1975<F1> 330 feet 16 feet Certified for international
service with ice strengthened
hull.
M/S Clipper Odyssey<F2> 120 Bahamas 1989 338 feet 14 feet Certified for international
service.
<FN>
--------------
<F1> The M/S Clipper Adventurer underwent a complete restoration in 1998.
<F2> We have chartered the M/S Clipper Odyssey on a bareboat basis (i.e.,
without crew or provisioning), to its former owner until November 1,
1999.
</TABLE>

Our two U.S. flag vessels, the M/V Nantucket Clipper and the M/V Yorktown
Clipper, have a competitive advantage in the United States versus foreign
flag vessels in that under U.S. law, U.S. flag ships may embark and
disembark passengers in U.S. ports without calling at any foreign ports,
while foreign ships may not. In addition, the shallow drafts of our U.S.
flag vessels allow us to offer certain cruises along the East coast of
the United States that are inaccessible to vessels with drafts of more
than eight feet regardless of their flag.

Our U.S. flag ships travel the historic waterways of North America and the
secluded islands, coves and beaches of the Caribbean Islands, Central
America and northern South America. From March through November, a traveler
can choose from 20 itineraries in North America, ranging from five nights
cruising the Sacramento River and Napa wine country to two weeks along the
Atlantic seaboard. Other areas visited include Alaska and the Pacific
Northwest, the Sea of Cortez, the Great Lakes, Maritime Canada, New
England, Chesapeake Bay and the Antebellum South. During the winter months,
we offer week-long cruises on the M/V Nantucket Clipper and the M/V
Yorktown Clipper through the U.S. and British Virgin Islands and the West
Indies. We also offer nine- to 12-day wildlife adventure cruises with
destinations to Costa Rica, Panama's Darien Jungle, Venezuela's Orinoco
River Delta and Trinidad.

Our 122-passenger M/S Clipper Adventurer, which began her inaugural season
in April 1998 with a series of cruises including the Iberian Peninsula,
coastal France and the Norwegian coast, offers the widest range of
destinations. The M/S Clipper Adventurer travels around Europe from April
to June, Greenland and the Arctic during July and August, the eastern
United States in September, South America in October and November and
Antarctica during the austral summer. With its ice-strengthened hull, the
M/S Clipper Adventurer is one of few passenger vessels that offers
in-depth expedition cruises to arctic destinations.

Commencing in November 1999, we plan to offer additional small-ship
adventures on the M/S Clipper Odyssey in the Orient, South Pacific,
Australia and New Zealand.

* Private Jet Adventures. Our private jet adventure programs provide highly
specialized, exclusive tours by which travelers board a chartered
Lockheed 1011 wide-body (reconfigured to accommodate 88 instead of the
standard 362 travelers), a smaller chartered Boeing 737 (reconfigured to
accommodate 44 instead of the standard 120 travelers) or a chartered
supersonic Concorde jet. These tours permit

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our travelers to visit multiple sites with convenience and comfort
"beyond first class." Our private jet programs include: Around the World
by Private Concorde, a 24-day program with stops in Hawaii, New Zealand,
Australia, China, Hong Kong, Kenya and France which has sold out 24 times
since its introduction in 1987; On Safari in Africa by Private Jet and
the Legendary Blue Train, a three-week tour of Africa which was
introduced in 1997; Around the World by Private Jet, a special golf tour
allowing for play at eight of the world's most prestigious golf courses;
and From the Biarritz to the Bosporus, an 18-day program which enables
travelers to access locations in Europe in time frames that would not be
possible via commercially scheduled airlines. In 1999, our private jet
adventures include nine itineraries and 15 departures ranging in price
from $6,200 to $75,000.

* Other Travel Programs. Our other travel programs include specialized
tours to destinations in Africa, Europe, Asia and the South Pacific. We
limit participation per departure, use first-class accommodations and
offer tours of longer duration than many other tour companies, permitting
our travelers to experience a more in-depth understanding of a visited
locale.

Our On Safari with INTRAV programs in Africa provide up close
game-viewing opportunities, convenience and distinctive accommodations.
With an emphasis on comfort, travelers visit game reserves and wildlife
parks, including Namibia's Etosha National Park, Botswana's Chobe
National Park and Moremi Wildlife Reserve, along with more traditional
destinations, such as Victoria Falls and Mount Kenya Safari Club. In
order to maximize comfort and minimize lengthy minivan rides,
participants spend nights at exclusive lodges and tented camps and travel
in light aircraft. We have organized group travel to Africa since the
1960s, and use our operational experience to create travel programs that
we believe are distinct from those offered by other travel providers. In
1999, we offer four On Safari with INTRAV programs with 39 departures
ranging in price from $4,000 to $7,700.

Our INTRAV Adventure Edition programs include adventures in Asia such as
a 17-day Yangtze River program, a 16-day tour of India, Thailand and
Nepal or a 16-day adventure combining visits to Bali and Vietnam with a
cruise to Java and Singapore. In the South Pacific, participants may take
18-day tours to Auckland, Queenstown, Milford Sound and Christchurch, New
Zealand, Melbourne, Cairns and Sydney, Australia and Nandi, Fiji. We also
offer in 1999 a new, two-week tour of Australia and New Zealand,
including four days aboard a 44-passenger vessel that will explore a
portion of the 1,250-mile-long Great Barrier Reef. In 1999, we offer
eight INTRAV Adventure Edition programs with 38 departures ranging in
price from $5,700 to $10,500.

Historically, we have offered big-ship cruises. However, we are reducing
the number of big-ship cruises we offer in order to concentrate on our travel
programs described above which we believe are more profitable as well as more
distinctive and attractive to our target customer.

MARKETING AND SALES

We market our travel programs through affinity groups, travel agents and
directly to individual customers. Recently, we established an effort to market
our programs to the corporate incentive market. Our affinity group
relationships have been developed over our 40 years of operations. Our travel
agent network was initially developed through the marketing of our Clipper
small-ship cruises. As we seek to increase distribution in these areas, we
believe there is substantial opportunity to expand cross-marketing of our
programs and to further expand these distinct distribution channels.

Our sales force operates in the United States and Canada to solicit
sponsorship of tours and cruises through affinity groups in the alumni,
educational, cultural and professional markets. Our marketing representatives
work closely with representatives from affinity groups to design marketing
efforts, primarily direct-mail, targeted to the travel interests of their
members. The affinity group market provides an efficient means of identifying
potential customers that fit our typical customer profile. In turn, we provide
affinity groups with organized and efficient means of providing meaningful
travel programs to their group members. We have long-standing relationships in
the affinity group market and believe that we have established a reputation for
providing high-quality travel programs. We continually evaluate the results of
our marketing efforts with affinity groups to assess which groups are generating
an appropriate level of participation. We intend to continue to focus on
marketing to those affinity groups with the highest response rates.

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Our sales force solicits travel agents in the United States and Canada on a
targeted basis, contacting only those agents we believe have clients that fit
our customers' demographic profile and are likely to purchase travel programs
from us. As a result, we currently use less than 15% of the travel agents in
the United States to access the general public. We believe our offerings are
attractive to travel agents because the pricing of our travel programs allows
the travel agent to generate more commission revenue per program booked than
many alternative travel products. In addition, because big-ship cruise prices
include a smaller fraction of the traveler's total vacation costs (due to the
emphasis by big-ship cruise lines on on-board sales) the "all-inclusive" prices
of our small-ship cruises enable agents to receive larger commissions. Also,
since the transportation, accommodations and amenities of our travel programs
are pre-packaged and meet our high quality standards, the travel agent is not
required to expend time coordinating logistics to assure that his or her client
will receive a quality experience.

Recently, we started marketing small-ship cruises and private jet programs
to companies seeking to arrange incentive based travel for their employees and
others whom the companies wish to reward. We believe the smaller size of our
travel programs offers companies the opportunity to fill entire small-ship and
private jet programs with their employees and others. This provides a more
intimate setting in which companies can customize travel programs as incentive
based rewards.

An important part of our marketing involves direct-mail solicitation. We
focus much of our direct-mail solicitation on former travelers to whom we
distribute large, inclusive, four-color catalogues and smaller brochures
targeted to the travelers' indicated interests. WISDM, our proprietary internal
database, helps us to access detailed information concerning more than 200,000
past and potential travelers for our direct-mail solicitation efforts. In
addition to former travelers, we also target members of select affinity groups
and customers of our travel agent network. Members of our sales force work
closely with affinity group administrative staff and travel agents to design
direct-mail campaigns based on the particular characteristics of their members
or customers. We also purchase and carefully screen third-party vendor lists
containing names of individuals with characteristics closely matching those of
past travelers for use in our direct-mail solicitation efforts.

Our proprietary software and software licensed from third parties allow us
to avoid duplication of addresses and to standardize addresses according to
postal requirements to obtain savings on mailing costs. By bar-coding the
mailings and complying with other postal regulations, we believe, based upon
surveys we perform, that we have been able to achieve efficiencies on low-cost,
third-class bulk mailings. Marketing materials are generally mailed nine to 15
months in advance of a scheduled departure date. For 1998 programs, we
increased our efforts to better target our direct-mail solicitations in order
to increase response rates while decreasing the cost of direct-mail
solicitation. As a result, we mailed 20% fewer brochures and catalogs for our
1998 programs than we mailed for our 1997 programs while achieving increases in
gross profit in 1998.

Our direct-mail, affinity group and travel agent solicitations are
supported by our 11-person sales force. The members of our sales force have an
average of ten-years' experience with us. Our marketing efforts are also
supported by our personal service representatives who are available to answer
potential travelers' specific questions about our programs.

COMPETITION

The travel industry is highly competitive. We believe that the principal
competitive factors in our target market are: (a) the reputation of the program
provider; (b) the uniqueness of the travel and cruise programs offered; (c) the
quality of the travel programs offered; and (d) the customer's ultimate
satisfaction. Although our industry is highly fragmented, we have identified
four major direct competitors in the affinity group travel market and nine
principal competitors in the small-ship cruise market. Our programs and cruises
also compete against a wide range of vacation alternatives, including big-ship
cruises, destination resorts and other travel programs. Certain competitors
have greater financial, marketing and sales resources than we do.

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There can be no assurance that our present competitors or competitors that
choose to enter the marketplace in the future will not exert significant
competitive pressures on us.

EMPLOYEES

As of February 1, 1999, we employed 327 people. We believe that our
relations with our employees are good. None of our employees are covered by
collective bargaining agreements.

FACILITIES

Our headquarters and principal operations are located in St. Louis,
Missouri, where we lease approximately 39,000 square feet of office space under
leases expiring December 31, 2001. Each lease provides an option to renew, at
our discretion, for an additional five-year period. Lease payments in 1998
totaled $680,000. The leases provide for annual rentals of $725,000 in 1999,
subject to certain adjustments for taxes, insurance, operating expenses and
utilities. We believe that our facilities are adequate for our current needs
and that suitable additional space would be available as required.

GOVERNMENT REGULATION

Our operations are affected by laws and regulations relating to public
aircraft charters, principally regulations issued by the U.S. Department of
Transportation. Among other requirements, such regulations require us to file
and receive approval of a charter prospectus and other materials prior to our
selling or offering to sell travel programs which utilize chartered aircraft
originating or terminating in the United States. Such regulations also require
us to maintain financial protection for traveler advance payments for our
chartered aircraft programs originating or terminating in the United States. We
have established escrow arrangements to comply with these regulations. Under
these escrow arrangements, monies received from travelers are held in escrow
accounts until charter payments have been made.

U.S. law requires that we maintain financial protection for passenger
advance payments for our cruises embarking in U.S. ports. We have established
escrow arrangements and surety bonds to comply with this law. Under these
arrangements, monies received from passengers for cruises are held in escrow
accounts or protected by surety bonds until the respective cruises have been
completed.

As our ships operate in the territorial waters of the United States, in
the territorial waters of foreign nations and in international waters, we are
subject to various federal and state regulations, international conventions
and foreign laws which affect the operations of our vessels.

Our ships, and the ships that we charter, are subject to regulation by the
governments of the nations in which they are registered. Of our four ships, two
are documented in the United States and two are documented in the Commonwealth
of the Bahamas. The International Maritime Organization ("IMO") has adopted
regulations governing many aspects of the construction and operation of
ships, including the required safety equipment on ships, the safety and
training of seafarers and safety management at the operating company of the
ships. For example, the IMO has adopted safety standards as part of the
International Convention for the Safety of Life at Sea ("SOLAS"). SOLAS imposes
enhanced vessel structural requirements designed to improve passenger safety.
We are subject to the IMO's regulation because both the United States and the
Bahamas recognize such regulations. All four of our ships carry Passenger Ship
Safety Certificates issued under the provisions of SOLAS.

When any of our ships (or ships that we charter) are in another nation's
territorial waters, we are also subject to the regulations of such nation. For
example, our ships are subject to inspection by foreign regulators to ensure
compliance with safety and other regulations. Many of the foreign nations that
our ships visit have adopted the IMO regulations.

The U.S. Coast Guard conducts both scheduled and unannounced inspections to
determine compliance with these regulations and has the authority to delay or
suspend cruises. The U.S. flag vessels must be drydocked for an external hull
inspection every year. The Bahamian flag vessels must be dry docked every two
years. The Coast Guard is empowered to change the interval between inspections.
In addition, when in U.S. waters, our vessels are subject to compliance with
U.S. laws and regulations, including those related to the environment, health
and safety. For example, when in U.S. waters the U.S. Centers for Disease
Control

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and Prevention inspects our ships to ensure that there have been no outbreaks
of communicable disease and that we have complied with applicable sanitation
regulations.

American Bureau of Shipping, Lloyd's Register and Nippon Kaiji Kyokai are
independent organizations that set standards for the safety and construction of
ships for insurance and other purposes and classify ships pursuant to those
standards. Both the M/V Nantucket Clipper and M/V Yorktown Clipper are
classified +A1 Passenger Vessels+AMS by the American Bureau of Shipping. They
are certified for coastwise international service by the U.S. Coast Guard. The
M/S Clipper Adventurer is classified A-1 ice class for unrestricted passenger
service by Lloyd's Register. The M/S Clipper Odyssey is classified for full
international voyage by Nippon Kaiji Kyokai.

We believe we are in material compliance with these laws and regulations
and do not believe that future compliance with such laws and regulations will
have a material adverse impact on our financial condition or results of
operations.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company, and their respective
ages and positions with the Company, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>

Barney A. Ebsworth 64 Chairman of the Board
Paul H. Duynhouwer 64 President, Chief Executive Officer and Director
Wayne L. Smith II 49 Executive Vice President, Chief Financial Officer and
Director
Richard J. Hefler 49 Senior Vice President--Marketing and Sales
Michael F. Doiron 41 Senior Vice President--Finance
John B. Biggs, Jr. 55 Director
William H.T. Bush 60 Director
Robert H. Chapman 53 Director
</TABLE>

Barney A. Ebsworth founded the business known as INTRAV in 1959. Prior to
October 1992, INTRAV's operations were conducted as a division of Windsor, Inc.
(a diversified real estate, travel and venture capital company founded by Mr.
Ebsworth), during which time Mr. Ebsworth served as Windsor's Chairman of the
Board and Chief Executive Officer. In October 1992, INTRAV was spun-off from
Windsor as a separate entity. After the spin-off, Mr. Ebsworth served as
INTRAV's Chairman of the Board and Chief Executive Officer until INTRAV's
initial public offering in May 1995, at which time he retired as the Chief
Executive Officer. He remains INTRAV's Chairman of the Board.

Paul H. Duynhouwer has served as President, Chief Executive Officer and a
Director of INTRAV since January 1997 and has worked in the travel and cruise
ship industries for over 39 years. He has served as President of Clipper Cruise
Line since 1989 and retains this position in addition to his responsibilities
at INTRAV. Prior to becoming President of Clipper Cruise Line, Mr. Duynhouwer
served as Executive Vice President of Special Expeditions from December 1986
until August 1989. He was Senior Vice President of Clipper Cruise Line from
June 1982 through November 1986.

Wayne L. Smith II has served as Executive Vice President, Chief Financial
Officer and a Director of INTRAV since September 1997. Mr. Smith served as
Chairman, President and Chief Executive Officer of Bekins Distribution
Services, Inc. from January 1993 through December 1997 and President of Windsor
Real Estate and Windsor Capital from October 1989 through September 1997. Prior
to joining Windsor, Mr. Smith was a Vice President of Citicorp from September
1980 through September 1989.

Richard J. Hefler has served as Senior Vice President Marketing and Sales
of INTRAV since December 1997. Prior to December 1997, Mr. Hefler served as
INTRAV's Vice President of Marketing since September 1990. Prior to joining
INTRAV, Mr. Hefler served as Director for North America of the Victorian
Tourist Commission of Australia and earlier as Director of Marketing for the
AARP Travel Service Division of Olson-Travelworld.

Michael F. Doiron has served as Senior Vice President--Finance of INTRAV
since July 1998. Mr. Doiron has served as Senior Vice President and Chief
Financial Officer of Clipper Cruise Line since January 1997. He was Vice
President and Controller of Clipper from February 1990 to January 1997, and was
Controller from September 1986 to February 1990. Mr. Doiron joined Clipper in
1984 as Accounting Manager. Prior to joining Clipper, Mr. Doiron was an Audit
Senior for Ernst & Young.

John B. Biggs, Jr. has served as a Director of INTRAV since November 1995.
Mr. Biggs was recently appointed Chairman and Chief Executive Officer of Union
Bank of Missouri. Prior to February 1999, Mr. Biggs was Senior Vice
President--Private Bank, Bank of America (formerly NationsBank, N.A.) since
April 1995, Senior Vice President of Brown Group, Inc. from January 1994
through March 1995 and President of Brown Shoe Company, a subsidiary of Brown
Group, Inc. from December 1990 through January 1994.

26
<PAGE>
<PAGE>
William H.T. Bush has served as a Director of INTRAV since June 1995. He
has been Chairman of the Board of Bush, O'Donnell & Co. since 1986. Mr. Bush
also serves as a Director of Mississippi Valley Bancshares, Inc., RightChoice
Managed Care, Inc. and DT Industries, Inc.

Robert H. Chapman has served as a Director of the Company since May 1997.
Mr. Chapman has been Chairman and Chief Executive Officer of Barry-Wehmiller
Companies, Inc. since 1975. He also serves as a Director of Barry-Wehmiller
International and LaBarge, Inc.

Each director of INTRAV holds office until his successor has been duly
elected and qualified. The Company's Board of Directors is divided into three
classes, with three-year staggered terms. Messrs. Bush and Smith are Class I
directors, Messrs. Duynhouwer and Chapman are Class II directors and Messrs.
Ebsworth and Biggs are Class III directors. The terms of the Class I, Class II
and Class III directors expire in 1999, 2000 and 2001, respectively.

Officers of INTRAV are elected by the Board of Directors at each annual
meeting of the Board of Directors and serve at its discretion.

COMMITTEES OF THE BOARD

The Board of Directors has a standing Audit Committee and Compensation
Committee.

The members of the Audit Committee are Messrs. Biggs, Bush and Chapman. The
function of the Audit Committee is to: (i) assist in the selection of
independent auditors; (ii) direct and supervise investigations into matters
relating to audit functions; (iii) review with independent auditors the plans
and results of the audit engagement; (iv) review the degree of independence of
the auditors; (v) consider the range of audit and non-audit fees; and (vi)
review the adequacy of INTRAV's system of internal accounting controls.

The members of the Compensation Committee are Messrs. Biggs, Chapman and
Ebsworth. The function of the Compensation Committee is to review and approve
all elements of the total compensation program for the executive officers and
certain other officers and employees of INTRAV, including incentive, bonus and
stock option plans.

27
<PAGE>
<PAGE>
HOLDINGS OF SELLING SHAREHOLDER AND MANAGEMENT

The table below sets forth certain information regarding beneficial
ownership of the shares of common stock as of February 10, 1999 and adjusted to
give effect to the offering by (a) each person known by us to be the beneficial
owner of more than 5% of INTRAV's outstanding common stock on that date, (b)
each current director of INTRAV, (c) each executive officer and director of
INTRAV, (d) the selling shareholder, and (e) all executive officers and
directors as a group.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING AFTER THE OFFERING
----------------------------- -----------------------------
NUMBER SHARES TO NUMBER
NAME OF SHARES PERCENT<F1> BE SOLD OF SHARES PERCENT<F2>
---- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Barney A. Ebsworth
The Revocable Trust of Barney A.
Ebsworth, dated July 23, 1986,
as amended<F3>.................. 3,825,000 74.79% 2,000,000<F4> 1,825,000<F4> 32.51%

Paul H. Duynhouwer<F5>............ 136,000 2.61% - 306,000 5.21%

Wayne L. Smith II<F6>............. 20,400 <F*> - 100,400 1.76%

Richard J. Hefler<F7>............. 13,000 <F*> - 25,000 <F*>

Michael F. Doiron<F8>............. 1,000 <F*> - 5,000 <F*>

John B. Biggs, Jr................. 2,000 <F*> - 2,000 <F*>

William H.T. Bush................. 19,000 <F*> - 19,000 <F*>

Robert H. Chapman................. 600 <F*> - 600 <F*>

All executive officers and
directors as a group
(8 persons)..................... 4,017,000 76.69% 2,000,000 2,283,000 38.02%

<FN>
- -------

<F*> Less than one percent.
<F1> The percentage calculations of beneficial ownership prior to the offering
are based upon 5,114,200 shares of common stock outstanding at February
10, 1999 plus, with respect to the Revocable Trust of Barney A. Ebsworth
and Messrs. Duynhouwer, Smith, Hefler and Doiron, the number of shares
subject to options exercisable by each shareholder within 60 days of the
date of this Prospectus.
<F2> The percentage calculations of beneficial ownership after the offering are
based upon 5,614,200 shares of common stock (including 5,114,200 shares
outstanding at February 10, 1999 and 500,000 shares to be sold by the
Company in the offering) plus, with respect to the Revocable Trust of
Barney A. Ebsworth and Messrs. Duynhouwer, Smith, Hefler and Doiron, the
number of shares subject to options exercisable by each shareholder within
60 days of the date of this Prospectus. The percentage calculations do not
include up to 75,000 shares which may be sold by the Company if the over-
allotment option is exercised by the underwriters.
<F3> Mr. Ebsworth is the sole trustee of the Revocable Trust of Barney A.
Ebsworth and has sole voting and investment power with respect to the
shares shown. The address of the Revocable Trust of Barney A. Ebsworth is
7711 Bonhomme Avenue, St. Louis, Missouri 63105-1961.
<F4> Does not include up to 300,000 shares which may be sold by the Revocable
Trust of Barney A. Ebsworth if the over-allotment option is exercised by the
underwriters.
<F5> Includes 90,000 shares subject to presently exercisable stock options plus
an additional 170,000 shares subject to options that will become
exercisable upon consummation of the offering.
<F6> Includes 20,000 shares subject to presently exercisable stock options plus
an additional 80,000 shares subject to options that will become
exercisable upon consummation of the offering.
<F7> Includes 13,000 shares subject to presently exercisable stock options plus
an additional 12,000 shares subject to options that will become
exercisable upon consummation of the offering.
<F8> Includes 1,000 shares subject to presently exercisable stock options plus
an additional 4,000 shares subject to options that will become exercisable
upon consummation of the offering.
</TABLE>

28
<PAGE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of (i) 20,000,000 shares of
common stock, par value $0.01 per share, and (ii) 5,000,000 shares of Preferred
Stock, par value $0.01 per share ("Preferred Stock"). Upon the consummation of
the offering, 5,614,200 shares of common stock (5,689,200 shares if the over-
allotment option is exercised in full) and no shares of Preferred Stock will be
outstanding.

COMMON STOCK

The holders of common stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders, including the election of
directors. The holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available therefor, subject to the payment of
any preferential dividends with respect to any Preferred Stock that from time
to time may be outstanding. In the event of liquidation, dissolution or winding
up of the Company, the holders of common stock are entitled to share ratably in
all assets remaining after payment of liabilities, subject to prior
distribution rights of the holders of each class of stock, if any, having
preference over the common stock. The holders of common stock have no
preemptive or conversion rights or other subscription rights, and there are no
redemptive or sinking fund provisions applicable to the common stock. All of
the outstanding shares of common stock are fully paid and nonassessable, and
all of the shares of common stock offered hereby, when issued, will be fully
paid and nonassessable.

In order to assure continued compliance after the offering with the federal
Merchants Marine Act of 1936, as amended, and applicable regulations thereunder
and the federal Shipping Act of 1916, as amended, and applicable regulations
thereunder, the Company will solicit proxies to amend its Restated Articles of
Incorporation and Bylaws to add provisions designed to prevent persons who are
not citizens of the United States, as defined therein, from holding in the
aggregate more than 24.9% of the outstanding shares of common stock. If the
amendments are adopted, any transfer which would cause one or more non-U.S.
citizens to beneficially own more than the permitted percentage shall be
ineffective as against the Company, shall not be registered by the transfer
agent, and the transferee will not be recognized as a shareholder for any
purpose, including the right to vote or to receive dividends. The Company also
will have the right to redeem such shares at fair market value, as defined in
the Restated Articles and Bylaws, in cash or in other securities. The Company
will have the right to require holders of its common stock to confirm their
citizenship from time to time for purposes of ascertaining compliance with
these provisions.

PREFERRED STOCK

The Board of Directors, without further action by the shareholders, is
authorized to issue up to 5,000,000 shares of Preferred Stock in one or more
series and to fix and determine as to any series any and all of the relative
rights and preferences of shares in such series, including, without limitation,
preferences, limitations or relative rights with respect to redemption rights,
conversion rights, voting rights, dividend rights conversion and exchange
privileges and preferences on liquidation.

CERTAIN ANTI-TAKEOVER MATTERS

The Company's Restated Articles provide that the Board of Directors shall
be divided into three classes, with classes to be as nearly equal in number as
possible, and that one class shall be elected each year and serve for a
three-year term. The Bylaws provide that the number of directors shall be
fixed, from time to time, by resolutions adopted by the Board of Directors but
shall not be less than three nor more than nine persons. The classification of
directors will have the effect of making it more difficult for shareholders to
change the composition of the Board of Directors. As a result, at least two
annual meetings of shareholders may be required for the shareholders to change
a majority of the directors.

The Restated Articles do not permit cumulative voting in the election of
directors. Accordingly, the holders of a majority of the then outstanding
voting power can elect all of the directors of the class then being elected at
that meeting of shareholders.

Missouri law provides that, unless a corporation's articles of
incorporation or bylaws provide otherwise, all vacancies on a corporation's
board of directors, including any vacancies resulting from an increase in the
number of directors, may be filled by a majority of the remaining directors
even if that number is less than a

29
<PAGE>
<PAGE>
quorum. The Company's Bylaws provide that vacancies may be filled only by a
majority of the remaining directors.

If the Company's Restated Articles and Bylaws are amended to restrict stock
ownership by non-U.S. citizens, it will be effectively impossible for a
non-U.S. citizen to takeover the Company.

Upon the consummation of the offering, there will be 5,000,000 authorized
and unissued shares of Preferred Stock. The ability of the Board of Directors
to fix the terms, rights and preferences of one or more series of Preferred
Stock may enable the Board of Directors to render more difficult or to
discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise. Also, if in the due exercise of its
fiduciary obligations, the Board of Directors were to determine that a takeover
proposal is not in the Company's best interests, the Board of Directors could
cause shares of Preferred Stock to be issued without shareholder approval in
one or more private offerings or other transactions that might dilute the
voting or other rights of the proposed acquirer or insurgent shareholder or
shareholder group or create a substantial voting block in institutional or
other hands that might undertake to support the position of the incumbent Board
of Directors. In this regard, the Company's Restated Articles grant the Board
of Directors broad power to establish the rights and preferences of authorized
and unissued Preferred Stock. The issuance of shares of Preferred Stock
pursuant to the Board of Director's authority described above could decrease
the amount of earnings and assets available for distribution to holders of
common stock and adversely affect the rights and powers, including voting
rights, of such holders and may have the effect of delaying, deferring or
preventing a change in control of the Company. The Board of Directors does not
currently intend to seek shareholder approval prior to any issuance of
Preferred Stock, unless otherwise required by law.

The Company is subject to the control share acquisition and the business
combination sections of The General and Business Corporation Law of Missouri,
which generally make it more difficult without the approval of the Board of
Directors for there to be a change in control of the Company or for the Company
to enter into certain business combinations than if the Company were not
subject to such sections.

Under the Company's Bylaws, shareholders are not permitted to call special
meetings of shareholders or to require the Board or any officer of the Company
to call a special meeting of shareholders. A special meeting of shareholders
may be called only on the direction of the Chairman of the Board or a majority
of the members of the Board of Directors. As required by Missouri law and the
Bylaws, any action by written consent of shareholders in lieu of a meeting must
be unanimous.

These provisions are designed in part to make it more difficult and
time-consuming to obtain majority control of the Board of Directors of INTRAV
or otherwise bring a matter before shareholders without the Board's consent,
and thus reduce the vulnerability of the Company to an unsolicited takeover
proposal. These provisions are designed to enable the Company to develop its
business in a manner which will foster its long-term growth, with the threat of
a takeover not deemed by the Board to be in the best interests of the Company
and its shareholders and the potential disruption entailed by such a threat
reduced to the extent practicable. On the other hand, these provisions may have
an adverse effect on the ability of shareholders to influence the governance of
the Company and the possibility of shareholders receiving a premium above
market price for their securities from a potential acquirer who is not approved
by management.

TRANSFER AGENT

The Transfer Agent for the common stock is ChaseMellon Shareholder
Services, L.L.C.

30
<PAGE>
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

After this offering, we will have 5,614,200 shares of common stock
outstanding (assuming no exercise of the underwriters' over-allotment option or
options outstanding under our stock option plans) and freely tradable without
restriction or limitation under the Securities Act of 1933, except for shares
purchased or beneficially owned by "affiliates" of the Company as that term is
defined in Rule 144 under the Securities Act of 1933 (which sales would be
subject to certain limitations and restrictions described below). Of these
shares, 1,893,000 shares of common stock may be sold in the public market,
subject to the volume and other limitations of Rule 144 promulgated under the
Securities Act of 1933. The selling shareholder (who will hold 1,825,000
shares after the offering), has agreed not to sell or otherwise dispose of
any of its shares for a period of one year after the date of this Prospectus,
without the prior written consent of A.G. Edwards & Sons, Inc. Our directors
and executive officers and INTRAV have agreed not to sell or otherwise dispose
of any shares for a period of 180 days after the date of this Prospectus,
without the prior written consent of A.G. Edwards & Sons, Inc. The restriction
on us is subject to exceptions for the issuance of shares pursuant to our
existing stock plans and as payment for acquisitions.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned shares for at least one
year (including the holding period of any prior owner except an affiliate) is
entitled to sell in "brokers' transactions" or to market makers, within any
three-month period a number of shares that does not exceed the greater of (i)
1.0% of the number of shares of common stock then outstanding (approximately
56,142 shares immediately after this offering) or (ii) the average weekly
trading volume in the common stock during the four calendar weeks preceding the
required filing of a Form 144 with respect to such sale. Sales under Rule 144
are subject to the availability of current public information about us. Under
Rule 144(k), a person who is not deemed to have been an affiliate of us at any
time during the 90 days preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, is entitled to sell such
shares without having to comply with the manner of sale, public information,
volume limitation or notice filing provisions of Rule 144.

We have filed registration statements on Form S-8 registering an aggregate
of 750,000 shares of common stock subject to outstanding stock options and
common stock issuable pursuant to our stock option plans and employee stock
purchase plan. If not otherwise subject to a lock-up agreement, shares
purchased pursuant to these plans generally would be available for resale in
the public market. After this offering we will have outstanding options to
purchase an aggregate of 522,000 shares of common stock, of which options to
purchase 464,000 shares will be exercisable within 60 days of the closing of
this offering.

UNDERWRITING

The underwriters named below, acting through their representatives, A.G.
Edwards & Sons, Inc. and Stifel, Nicolaus & Company, Incorporated, have
severally agreed, subject to the terms and conditions of the underwriting
agreement between the underwriters and INTRAV and the selling shareholder, to
purchase from INTRAV and the selling shareholder the respective number of
shares of common stock set forth opposite their name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
- ------------ ---------------
<S> <C>
A.G. Edwards & Sons, Inc..................................

Stifel, Nicolaus & Company, Incorporated..................

-----------
Total................................................. 2,500,000
===========
</TABLE>

The underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent and that the
underwriters will purchase all such shares of the common stock if any of

31
<PAGE>
<PAGE>
such shares are purchased. The underwriters are obligated to take and pay for
all of the shares of common stock offered by this Prospectus (other than those
covered by the over-allotment option described below) if any are taken.

The representatives of the underwriters have advised INTRAV and the selling
shareholder that the underwriters propose initially to offer such shares of
common stock to the public at the public offering price set forth on the cover
page of this Prospectus and to certain dealers at such price less a concession
not in excess of $ per share. The underwriters may allow, and such
dealers may re-allow, a concession not in excess of $ per share to
certain other dealers. After the shares of common stock are released for sale
to the public, the offering price and other selling terms may be changed by the
underwriters.

INTRAV and the selling shareholder have granted to the underwriters an
option, exercisable for 30 days after the date of this Prospectus, to purchase
up to an aggregate 375,000 additional shares of common stock at the public
offering price, less the underwriting discounts and commissions, set forth on
the cover page of this Prospectus. The underwriters may exercise such option
solely to cover over-allotments, if any, made in connection with the sale of
shares of common stock that the underwriters have agreed to purchase. To the
extent that the underwriters exercise such option, each of the underwriters
will become obligated, subject to certain conditions, to purchase approximately
the same percentage of such additional shares as the number set forth next to
such underwriter's name in the preceding table bears to the total number of
shares in such table, and INTRAV and the selling shareholder will be obligated,
pursuant to the option, to sell such shares to the underwriters.

The price of the shares of common stock purchased by the underwriters will
be the public offering price set forth on the cover page of this Prospectus
less the following underwriting discounts, to be provided by INTRAV and the
selling shareholder:

<TABLE>
<CAPTION>
TOTAL WITHOUT TOTAL WITH
PER SHARE OVER-ALLOTMENT OVER-ALLOTMENT
------------- ------------------ ------------------
<S> <C> <C> <C>
By INTRAV............................................ $ $ $
By selling shareholder............................... $ $ $
</TABLE>

INTRAV expects to incur expenses of approximately $350,000 in connection
with this offering.

INTRAV and its directors and officers (other than the selling shareholder)
have agreed, for a period of 180 days after the date of this Prospectus, not to
issue, sell, offer to sell, transfer, grant any third party the right to
purchase or otherwise dispose of any shares of common stock or any securities
convertible into common stock without the prior written consent of A.G. Edwards
& Sons, Inc. This 180-day period is known as the lock-up period. INTRAV's
agreement does not include shares of common stock or other securities issued
pursuant to employee stock option plans, employee stock purchase plans, or
common stock or other securities issued pursuant to options or other securities
outstanding on the date of this Prospectus. However, INTRAV has agreed that
employee stock options issued during the lock-up period may not be exercised
prior to the expiration of the lock-up period. Any shares of common stock
subject to the lock-up period shall bear a restrictive legend restricting
the transfer of such shares during the lock-up period. The underwriters may,
without notice and in their sole discretion, allow INTRAV and the directors and
officers to dispose of common stock or other securities prior to the expiration
of such one year period. There are, however, no agreements between the
underwriters and INTRAV and the directors and officers that would allow them to
do so.

In addition, the selling shareholder has agreed that it will not sell,
offer to sell, transfer, grant any third party the right to purchase or
otherwise dispose of any shares of common stock or other securities convertible
into common stock for a period of one year after the date of this Prospectus,
without the prior written consent of A.G. Edwards & Sons, Inc. The underwriters
may, without notice and in their sole discretion, allow the selling shareholder
to dispose of common stock or other securities prior to the expiration of such
one year period. There are, however, no agreements between the underwriters and
the selling shareholder that would allow it to do so.

The underwriters have informed the Company that they do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

32
<PAGE>
<PAGE>
The underwriters have advised INTRAV that in connection with this offering,
certain persons participating in this offering may engage in transactions that
may have the effect of stabilizing, maintaining or otherwise affecting the
market price of the common stock at a level above that which might otherwise
prevail in the open market. These transactions may include stabilizing bids,
syndicate covering transactions and the imposition of penalty bids. A
"stabilizing bid" is a bid for or the purchase of common stock on behalf of the
underwriters for the purpose of preventing or retarding a decline in the market
price of the common stock. A "syndicate covering transaction" is the bid for or
the purchase of the common stock on behalf of the underwriters to reduce a
short position incurred by the underwriters in connection with this offering. A
"penalty bid" is an arrangement permitting the representatives to reclaim the
selling concession otherwise accruing to an underwriter or syndicate member in
connection with the offering if the common stock originally sold by such
underwriter or syndicate member is purchased by the representatives in a
syndicate covering transaction and has therefore not been effectively placed by
such underwriter or syndicate member. The representatives have advised INTRAV
that such transactions may be effected on the Nasdaq National Market or
otherwise and, if commenced, may be discontinued at any time.

INTRAV and the selling shareholder have agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act.

VALIDITY OF SECURITIES

Certain legal matters in connection with the common stock offered hereby
are being passed upon for the Company and the selling shareholder by Thompson
Coburn, St. Louis, Missouri. Certain legal matters will be passed upon for the
underwriters by Bryan Cave LLP, St. Louis, Missouri.

EXPERTS

The consolidated financial statements of the Company as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998 included in this Prospectus, have been audited by Deloitte & Touche,
independent auditors, as stated in their report herein and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's annual report on Form 10-K for the year ended December 31,
1997, its quarterly reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998 and its current report on Form 8-K filed
November 24, 1998, which have been filed by the Company with the Securities and
Commission (File No. 0-25990) are incorporated herein by reference.

Any statement contained in a document incorporated hereby reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies should be
directed to Wayne L. Smith II, Executive Vice President and Chief Financial
Officer, INTRAV, Inc., 7711 Bonhomme Avenue, St. Louis, Missouri 63105.
Telephone requests may be directed to (314) 727-0500.

33
<PAGE>
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION

This Prospectus constitutes a part of a Registration Statement on Form S-2
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act. This Prospectus does not contain
all of the information set forth in such Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to the Company.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete,
and, in each instance, reference is made to the copy of such document so filed
for a more complete description of the matter involved. Each such statement is
qualified in its entirety by such reference.

The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Commission. The Company's reports, proxy statements and
other information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, at prescribed rates. Information on the operation
of the Public Reference Section may be obtained by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet web site that contains
reports, proxy and information statements and other information regarding
issuers who file electronically with the Commission, including the registration
statement of which this prospectus is a part, including the exhibits and any
schedules thereto. The address of that site is http://www.sec.gov.

34
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Independent Auditors' Report F-2

Consolidated Balance Sheets as of December 31, 1997 and 1998 F-3

Consolidated Statements of Income for the Years Ended
December 31, 1996, 1997 and 1998 F-4

Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1996, 1997 and 1998 F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1997 and 1998 F-6

Notes to Consolidated Financial Statements F-7
</TABLE>

F-1
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
INTRAV, Inc.

We have audited the accompanying consolidated balance sheets of INTRAV, Inc.
and subsidiaries as of December 31, 1997 and 1998, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of INTRAV, Inc. and subsidiaries at
December 31, 1997 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

St. Louis, Missouri
February 9, 1999

F-2
<PAGE>
<PAGE>
<TABLE>
INTRAV, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share data)

<CAPTION>
DECEMBER 31,
----------------------------------
1997 1998
ASSETS --------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,951 $ 845
Restricted cash (Note 3) 4,720 10,582
Restricted marketable securities (Notes 3 and 8) 4,745 4,025
Prepaid program costs 7,182 8,348
Other current assets 2,723 2,818
----------- -----------
Total current assets 25,321 26,618

Property and equipment - net (Note 4) 26,198 54,655
Prepaid promotion costs 5,155 4,961
Other assets 127 324
----------- -----------
Total $ 56,801 $ 86,558
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 3,455 $ 5,347
Accrued expenses 6,553 6,606
Note payable (Note 4) - 5,500
Deferred revenue 26,838 29,836
----------- -----------
Total current liabilities 36,846 47,289
----------- -----------

Deferred income taxes (Note 6) 6,988 7,867
----------- -----------

Long-term debt (Note 9) 7,450 20,800
----------- -----------

Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares
authorized; issued and outstanding - none - -
Common stock, $0.01 par value; 20,000,000 shares
authorized; issued - 5,325,000 shares;
outstanding - 5,071,850 shares in 1997 and
5,155,450 shares in 1998 53 53
Additional paid-in capital 22,229 22,694
Accumulated deficit (14,661) (10,449)
----------- -----------
Total 7,621 12,298
Treasury stock - at cost; 253,150 and 169,550 shares of
common stock in 1997 and 1998 (2,104) (1,696)
----------- -----------
Total shareholders' equity 5,517 10,602
----------- -----------
Total $ 56,801 $ 86,558
=========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
<PAGE>
<TABLE>
INTRAV, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands except share data)

Cost of operations 101,651 99,007 98,156
------------ ------------ ------------

Gross profit 24,430 23,516 27,841

Selling, general and administrative 16,924 15,353 15,587

Depreciation and amortization 1,849 1,336 1,992
------------ ------------ ------------

Operating income 5,657 6,827 10,262

Investment income 1,643 978 1,060

Interest expense (including related party
expenses of $813 in 1996) (1,904) (85) (721)
------------ ------------ ------------

Income before provision for income taxes and
extraordinary item 5,396 7,720 10,601

Provision for income taxes (Note 6) 1,887 2,780 3,817
------------ ------------ ------------

Income before extraordinary item 3,509 4,940 6,784

Extraordinary item - loss related to early
extinguishment of debt (net of tax benefit of
$194) (Note 9) (344) - -
------------ ------------ ------------

Net income $ 3,165 $ 4,940 $ 6,784
============ ============ ============

Basic earnings per share of common stock
(Note 11):
Income before extraordinary item $ 0.68 $ 0.97 $ 1.32
Extraordinary item (0.07) - -
------------ ------------ ------------

Net income $ 0.61 $ 0.97 $ 1.32
============ ============ ============

Weighted average number of common shares
outstanding 5,195,000 5,100,186 5,134,642
============ ============ ============

Diluted earnings per share of common stock
(Note 11):
Income before extraordinary item $ 0.68 $ 0.96 $ 1.29
Extraordinary item (0.07) - -
------------ ------------ ------------

Net income $ 0.61 $ 0.96 $ 1.29
============ ============ ============

Weighted average number of common shares
outstanding 5,195,000 5,127,250 5,252,482
============ ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
<PAGE>
<TABLE>
INTRAV, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands except share data)

<CAPTION>
COMMON STOCK
-----------------------------
NUMBER OF ADDITIONAL TOTAL
SHARES PAID-IN ACCUMULATED TREASURY SHAREHOLDERS'
ISSUED AMOUNT CAPITAL DEFICIT STOCK EQUITY
---------------- ---------- -------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1996 5,325,000 $ 53 $ 12,016 $ (7,099) $ - $ 4,970

Contributed capital
(Note 1) 10,249 10,249
Acquisition of Clipper
Cruise Line (Note 1) (9,939) (9,939)
Net income 3,165 3,165
Dividends paid to Intrav,
Inc. shareholders (2,596) (2,596)
Dividends paid to Windsor,
Inc. (586) (586)
Other (78) (78)
Purchase of 173,400 shares
of common stock for
treasury (1,404) (1,404)
------------- ------- ----------- ------------ ----------- -----------
BALANCES AT DECEMBER 31, 1996 5,325,000 53 22,187 (17,055) (1,404) 3,781

Net income 4,940 4,940
Cash dividends paid to
shareholders (2,546) (2,546)
Purchase of 96,750 shares of
common stock for treasury (838) (838)
Issuance of 17,000 shares of
treasury stock related to
exercise of stock options 42 138 180
------------- ------- ----------- ------------ ----------- -----------
BALANCES AT DECEMBER 31, 1997 5,325,000 53 22,229 (14,661) (2,104) 5,517

Net income 6,784 6,784
Cash dividends paid to
shareholders (2,572) (2,572)
Purchase of 29,400 shares of
common stock for treasury (487) (487)
Issuance of 113,000 shares
of treasury stock related
to exercise of stock
options 465 895 1,360
------------- ------- ----------- ------------ ----------- -----------
BALANCES AT DECEMBER 31, 1998 5,325,000 $ 53 $ 22,694 $ (10,449) $ (1,696) $ 10,602
============= ======= =========== ============ =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
<PAGE>
<TABLE>
INTRAV, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1996 1997 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,165 $ 4,940 $ 6,784
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,849 1,336 1,992
Deferred income taxes (415) (1,195) 1,366
Changes in assets and liabilities which
provided (used) cash:
Restricted cash 366 (2,803) (5,862)
Prepaid expenses and other assets (1,864) 6,160 (1,346)
Other current assets 209 269 (368)
Accounts payable and accrued expenses 1,378 1,186 1,945
Deferred revenue (2,880) (2,258) 2,998
------------ ------------ ------------
Net cash provided by operating activities 1,808 7,635 7,509
------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,120) (9,965) (25,015)
Proceeds from sales of marketable securities 28,200 5,781 7,631
Purchases of marketable securities (17,093) (4,990) (6,882)
------------ ------------ ------------
Net cash provided by (used in) investing
activities 9,987 (9,174) (24,266)
------------ ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (payments) of long-term debt (8,019) 4,450 13,350
Purchase of common stock for treasury (1,404) (838) (487)
Proceeds from sale of treasury stock 180 1,360
Dividends paid (3,182) (2,546) (2,572)
Payment to Windsor, Inc. for acquisition of
Clipper (9,726) - -
Net cash received from (paid to) Windsor, Inc. 5,029 (426) -
------------ ------------ ------------
Net cash (used in) provided by financing
activities (17,302) 820 11,651
------------ ------------ ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS (5,508) (719) (5,106)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 12,178 6,670 5,951
------------ ------------ ------------

CASH AND CASH EQUIVALENTS, END OF YEAR $ 6,670 $ 5,951 $ 845
============ ============ ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for taxes $ 1,582 $ 4,350 $ 3,215
Cash paid for interest 1,847 298 901
Noncash contribution of capital 10,249 - -
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1996, 1997 AND 1998
(Amounts in thousands except share data)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Intrav, Inc. (the "Company") designs, markets and operates deluxe, escorted,
worldwide travel programs and cruises. The Company provides a diverse
offering of programs primarily to affluent, well-educated, mature individuals
in the United States who desire substantive travel experiences. Its small
cruise ship programs allow its travelers to visit secluded places of natural
beauty and cultural interest aboard four Company owned and operated ships and
others that it charters. The Company also offers programs that use privately
chartered jet aircraft which allow its travelers to visit locations not as
conveniently or comfortably served by commercial airlines.

In December 1996, the Company acquired Clipper Cruise Line, Inc. ("Clipper")
which offered cruise programs in the United States, Central America and the
Caribbean Islands on its two small cruise ships, the M/V Nantucket Clipper
and the M/V Yorktown Clipper. The acquisition of Clipper provided the
Company with additional products and expertise in the small-ship cruise
market and expanded its distribution capabilities through Clipper's travel
agent network. Since the Clipper acquisition, the Company has expanded its
small-ship programs through the acquisition of two additional small cruise
ships, the M/S Clipper Adventurer, which began operations in April 1998, and
the M/S Clipper Odyssey, which it will begin operating in November 1999.

The acquisition of Clipper in 1996 included a Stock Purchase Agreement with
an initial payment of approximately $9,900 and the assumption of
indebtedness of $5,500 owed by Clipper to Windsor, with an additional $213
paid to Windsor during 1997. Additional consideration of up to $3,000 may be
paid to the extent the cumulative net cruise revenues (as defined), of
Clipper exceed $70,000 in the period January 1, 1997 through December 31,
2000. Net cruise revenues, (as defined), were $54,491 through December 31,
1998. Due to the common ownership and control of Mr. Ebsworth over both
INTRAV and Clipper, the acquisition has been accounted for in a manner
similar to the pooling-of-interests method and, accordingly, all financial
data has been restated to include the accounts and results of operations of
Clipper for all periods prior to the acquisition.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements of the
Company include the accounts of INTRAV and its wholly-owned subsidiaries
Clipper, Republic Cruise Line, Inc. ("RCL"), Liberty Cruise Line, Inc.
("LCL"), Clipper Adventurer, Ltd. ("CAL"), and Clipper Odyssey, Ltd. ("COL").
All significant intercompany accounts and transactions have been eliminated.

REVENUE RECOGNITION - Revenues are recognized as services are provided,
generally upon completion of a tour; however, revenues for certain
significant or long duration tours are recognized on a proportionate basis
based on number of days traveled. Deferred revenue consists of amounts
received for tours which have not yet been completed.

PROMOTION AND PROGRAM COSTS - The Company expenses promotion costs as
incurred, except for direct-response advertising. Direct-response
advertising and program costs are deferred until the revenue from the
related program is recognized. Promotion expenses were $19,075, $19,767, and
$17,501 for 1996, 1997 and 1998, respectively.

CURRENCY HEDGES - The Company may enter into contracts to buy foreign
currencies in the future to protect the U.S. dollar value of certain foreign
currency transactions. Except in the infrequent instance of cancellation of
non-U.S. currency cost commitments, the Company's practices relating to
these

F-7
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

contracts do not expose the Company to currency risk from exchange rate
movements because the gains and losses on them offset losses and gains on
the cost commitments being hedged. Gains and losses on currency forward
contracts are deferred and recognized in the same period as the hedged
transactions (see Note 7).

CASH EQUIVALENTS - For purposes of reporting cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.

MARKETABLE SECURITIES - The Company's marketable securities, including
restricted amounts, have been classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
holding gains and losses, net of taxes, reported as a separate component of
shareholders' equity.

PROPERTY, AMORTIZATION AND DEPRECIATION - Property and equipment is recorded
at cost. Amortization and depreciation is computed using accelerated and
straight-line methods over the estimated useful lives of the individual
assets. Capitalized software costs are amortized over 3 to 8 years, office
furniture and equipment is depreciated over 5 to 7 years and leasehold
improvements are amortized over the life of the related lease. The cruise
ships are depreciated over 25 years prior to 1997, over 30 years beginning
in 1997 and cruise ship equipment over 5 to 7 years. Effective January 1,
1997, the Company changed its estimates of the useful lives of the M/V
Nantucket Clipper and M/V Yorktown Clipper. As a result of the appraisals of
the Clipper ships, which were performed in connection with INTRAV's
acquisition of Clipper, the Company determined that 30 years better reflects
the estimated periods during which such assets will remain in service. The
effect of the change in the estimated useful lives of the ships was to
reduce depreciation expense for the year ended December 31, 1997 by
approximately $623. Net income for the same period increased, by
approximately $400. The increase in net income represented an $.08 increase
in both basic and diluted earnings per share of common stock in 1997.

INCOME TAXES - Deferred income taxes reflect the tax consequences on future
years of differences between tax and financial reporting amounts. Under this
method, deferred tax assets and liabilities are determined based on
temporary differences between the financial statement and tax bases of
assets and liabilities by applying enacted tax rates applicable to future
years in which the differences are expected to reverse.

Prior to the acquisition discussed in Note 1, Clipper's results of
operations were included in the consolidated U.S. Corporate income tax
return of Windsor. Prior to the acquisition, Clipper's provision for income
taxes had been computed as if it filed an annual return on a separate
company basis. Clipper is included in the consolidated return of INTRAV for
the years ended December 31, 1997 and 1998.

USE OF MANAGEMENT ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires that
management make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. The reported amounts of
revenues and expenses during the reporting period may also be affected by
the estimates and assumptions management is required to make. Actual results
may differ from those estimates.

STOCK-BASED COMPENSATION PLANS - Effective January 1, 1996, the Company
adopted the disclosure requirements of Statement of Financial Accounting
Standards No. 123 ("SFAS 123"), Accounting for Stock-Based Compensation. The
new standard defines a fair value method of accounting for stock options and
similar equity instruments. Under the fair value method, compensation cost
is measured at the grant date based on the fair value of the award and is
recognized over the service period, which is usually the vesting period.
Pursuant to the new standard, companies are encouraged, but not required, to
adopt the fair value method of accounting for employee stock-based
transactions. Companies are also permitted to continue to account for such
transactions under Accounting Principles Board Opinion

F-8
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

No. 25 ("APB 25"), Accounting for Stock Issued to Employees, but are
required to disclose pro forma net income and, if presented, earnings per
share as if the company had applied the new method of accounting. The
Company has adopted the disclosure requirements of SFAS 123 in fiscal year
1996 but will continue to recognize and measure compensation for its
restricted stock and stock option plans in accordance with the existing
provisions of APB 25.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - During 1998, the Company
adopted Statement of Financial Accounting Standards No. 130 ("SFAS 130"),
Reporting Comprehensive Income and Statement of Financial Accounting
Standards No. 131 ("SFAS 131"), Disclosures about Segments of an Enterprise
and Related Information.

SFAS 130 established standards for reporting and display of comprehensive
income in a full set of financial statements. In addition to displaying an
amount for net income (loss), the Company is now required to display other
comprehensive income (loss), which includes other changes in equity
(deficit). SFAS 130 had no effect on the Company's financial statements for
the years ending December 31, 1996, 1997 and 1998.

SFAS 131 establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements
and also established standards for related disclosures about products and
services, geographic areas, and major customers. Management has considered
the requirements of SFAS 131 and, as discussed in Note 12, believes the
Company operates in one business segment.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting
for Derivative Instruments and Hedging Activities. This statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities. The Company is required to adopt this statement
effective January 1, 2000. SFAS 133 will require the Company to record all
derivatives on the balance sheet at fair value. Changes in derivative fair
value will either be recognized in earnings as offsets to the changes in
fair value of related hedged assets, liabilities and firm commitments or,
for forecasted transactions, deferred and recorded as a component of other
stockholders' equity until the hedged transactions occur and are recognized
in earnings. The ineffective portion of a hedging derivative's change in
fair value will be recognized in earnings immediately. The Company is
currently evaluating when it will adopt this standard and the impact of the
standard on the Company. The impact of SFAS No. 133 will depend on a variety
of factors, including the future level of hedging activity, the types of
hedging instruments used and the effectiveness of such instruments.

RECLASSIFICATIONS - Certain reclassifications have been made to 1996 and
1997 to conform to the 1998 presentation.

3. RESTRICTED CASH AND MARKETABLE SECURITIES

U.S. law requires the Company to maintain financial protection for passenger
advance payments for Company-operated cruises and chartered flights
embarking from the U.S. The Company has established escrow arrangements to
comply with the law. Under the arrangements, monies received from passengers
for cruises and chartered flights are held in escrow accounts until the
respective cruises have been completed or charter payments have been made.
At December 31, 1997 and 1998, cash equivalents and marketable securities
amounting to $9,465 and $14,606, respectively, were held in escrow.

On February 2, 1999, the Company replaced certain cash escrow requirements,
related to passenger advance payments for cruises on the Company's U.S. flag
ships - M/V Nantucket Clipper and M/V

F-9
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Yorktown Clipper, with a surety bond. The Federal Maritime Commission
established the current surety bond level at $6,000 in order to satisfy its
requirements of evidence of the Company's financial responsibility in lieu
of the escrow arrangement. The surety bond required a $1,500 standby letter
of credit as collateral.

4. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 1997 and 1998 consist of the
following:

<TABLE>
<CAPTION>
1997 1998
--------------- ---------------
<S> <C> <C>
Cruise ships $ 28,356 $ 65,603
Computer hardware and software 5,187 6,104
Office furniture and equipment 1,638 1,698
Cruise ship equipment 469 475
Leasehold improvements 107 121
Warehouse facilities 48 51
Construction in progress 7,816
----------- -----------

Total property and equipment 43,621 74,052

Less accumulated depreciation (17,423) (19,397)
----------- -----------

Property and equipment - net $ 26,198 $ 54,655
=========== ===========
</TABLE>

CRUISE SHIPS - On September 4, 1998, the Company entered into a purchase
agreement with Spice Islands Cruises Ltd., ("Spice Islands") to purchase the
120-passenger luxury cruise ship Oceanic Odyssey for a purchase price of
$16,000. The Company made a cash payment of $10,500 and delivered its one-
year promissory note in the amount of $5,500 at the time of closing.

Following the vessel purchase, the Company chartered the vessel, on a
bareboat basis (i.e., without crew or provisioning), to Spice Islands for a
period commencing on the closing date of the purchase, November 12, 1998,
and ending November 1, 1999. The charter hire fee of $1,700 was received at
the time of closing and is being recognized on a straight-line basis over
the life of the charter agreement. The charter arrangement will afford the
Company lead time to design and market travel programs for the vessel while
permitting Spice Islands to fulfill its preexisting cruise obligations.

In 1997, the Company purchased the cruise ship, M/S Clipper Adventurer, and
renovated it during 1997 and 1998 with expenditures of $20,200. The cruise
ship was placed in service in early April 1998.

Capitalized interest relating to the refurbishment of the M/S Clipper
Adventurer for the years ended December 31, 1997 and 1998 was $108 and $378,
respectively.

F-10
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. OPERATING LEASES

The Company leases various office facilities and equipment under
noncancellable operating leases. At December 31, 1998, future minimum
payments under these leases with initial or remaining terms of one year or
more were:

<TABLE>
<CAPTION>
OFFICE
SPACE OTHER TOTAL
------------- ----------- -------------
<S> <C> <C> <C>

1999 $ 725 $ 199 $ 924
2000 739 138 877
2001 752 94 846
2002 24 24
2003 10 10
--------- ------- ---------

Total $ 2,216 $ 465 $ 2,681
========= ======= =========
</TABLE>

Windsor Management Corporation, as agent for Windsor Real Estate Inc., an
affiliated entity, was the lessor of the office space through July, 1997.
Rent paid to the related party was $702 and $457 for 1996 and 1997,
respectively. During 1997, the office building was sold to an unrelated
third party.

Rental expense for the years ended December 31, 1996, 1997 and 1998 was
$866, $1,061, and $883, respectively.

6. INCOME TAXES

Provisions for income taxes consist of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1996 1997 1998
------------- ------------- -------------
<S> <C> <C> <C>
Current:
Federal $ 2,174 $ 3,754 $ 2,301
State 128 221 150
Deferred:
Federal (393) (1,129) 1,283
State (22) (66) 83
--------- --------- ---------

Total $ 1,887 $ 2,780 $ 3,817
========= ========= =========
</TABLE>

F-11
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Factors causing the effective tax rate to differ from the statutory federal
income tax rate were:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Statutory rate 34.0% 34.0% 33.8%
Nontaxable interest income (0.1) - -
State and local income taxes, net of U.S. federal income
tax benefit 1.1 2.0 2.2
------ ------ ------

Effective rate 35.0% 36.0% 36.0%
====== ====== ======
</TABLE>

The Company's current and noncurrent deferred taxes included in the balance
sheets as of December 31, 1997 and 1998 consisted of the following deferred
tax assets and liabilities:

<TABLE>
<CAPTION>
1997
------------------------------------------------
DEFERRED DEFERRED NET
TAX TAX LIABILITY
ASSETS LIABILITIES (ASSET)
------------ -------------- --------------
<S> <C> <C> <C>
Property and equipment $ 6 $ 5,259 $ 5,253
Promotional costs 1,735 1,735
Accruals 416 134 (282)
Deferred compensation 434 (434)
-------- ---------- ----------

Total $ 856 $ 7,128 $ 6,272
======== ========== ==========

Current deferred taxes $ 850 $ 134 $ (716)

Noncurrent deferred taxes 6 6,994 6,988
-------- ---------- ----------

Total $ 856 $ 7,128 $ 6,272
======== ========== ==========
<CAPTION>
1998
------------------------------------------------
DEFERRED DEFERRED NET
TAX TAX LIABILITY
ASSETS LIABILITIES (ASSET)
------------ -------------- --------------
<S> <C> <C> <C>
Property and equipment $ 6 $ 6,187 $ 6,181
Promotional costs 1,686 1,686
Accruals 327 98 (229)
-------- ---------- ----------

Total $ 333 $ 7,971 $ 7,638
======== ========== ==========

Current deferred taxes $ 327 $ 98 $ (229)

Noncurrent deferred taxes 6 7,873 7,867
-------- ---------- ----------

Total $ 333 $ 7,971 $ 7,638
======== ========== ==========
</TABLE>

F-12
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. COMMITMENTS AND CONTINGENCIES

CHARTER AGREEMENTS - As of December 31, 1998, the Company has agreements to
charter cruise ships and aircraft for its group travel programs in 1999 and
2000 amounting to $6,828. Commitments generally may be canceled with
penalties from 10 percent to 100 percent.

PROFIT SHARING PLAN - Effective January 1, 1998, all assets of the Clipper
profit sharing plan were merged into the INTRAV Plan. In addition, the
INTRAV Plan was renamed the INTRAV-Clipper 401(k) Plan. The plan covers
substantially all employees. The Company may match a percentage of the
employees' before-tax contributions and may also make a non-matching
contribution. An employee is not required to make before-tax contributions
in order to receive a company non-matching contribution. Company
contributions, which are subject to the discretion of the Board of
Directors, amounted to approximately $372 in 1996, $242 in 1997, and $210 in
1998.

STANDBY LETTERS OF CREDIT - As of December 31, 1998, the Company had standby
letters of credit in place totaling approximately $545. On January 26, 1999,
the Company issued a $1,500 standby letter of credit to collateralize its
surety bond obligation required by the Federal Maritime Commission (see Note
3). The Company expects that none of its standby letters of credit will be
drawn on.

CURRENCY CONTRACTS - The Company has utilized foreign currency forward
contracts to hedge against fluctuations in the costs of the currencies used
for its international travel programs. At December 31, 1998, the Company had
contracts to purchase $3,504 (U.S. equivalents) of non-U.S. currencies for
1999 program operations.

LITIGATION - The Company and its subsidiaries are involved in legal
proceedings, claims and litigation arising in the ordinary course of
business. While the results of such litigation cannot be predicted,
management believes, based upon advice of legal counsel, that the ultimate
outcome of such litigation will not have a material adverse effect on the
consolidated financial statements of the Company and its subsidiaries.

8. MARKETABLE SECURITIES

At December 31, 1997 and 1998, the Company's investments in marketable
securities (including restricted amounts) are classified as
available-for-sale and include the following:

<TABLE>
<CAPTION>
FAIR VALUE
--------------------------------
1997 1998
-------------- --------------
<S> <C> <C>
U.S. Treasury and agency securities $ 4,745 $ 4,025
========== ==========
</TABLE>

The contractual maturities of debt securities as of December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
FAIR
VALUE
--------------
<S> <C> <C>
One to five years $ 4,025
==========
</TABLE>

F-13
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The gross realized and unrealized gains and losses are immaterial. For the
purposes of determining gross realized gains and losses, the cost of
securities sold is based upon specific identification.

9. LONG-TERM DEBT

In December 1996, the Company prepaid $10,518 to retire the outstanding
principal of both series of United States Government Guaranteed Financing
Bonds related to certain cruise ships. As required under the bond
agreements, the Company paid an additional $416 prepayment premium for the
early retirement of the bonds. Accordingly, the Company recorded an
extraordinary loss of $538 ($344 net of taxes) consisting of the prepayment
premium and the write-off of deferred financing costs related to the early
extinguishment of the debt.

The Company has a $30,000 revolving credit facility agreement with
NationsBank, N.A., which expires on November 1, 2003. The agreement includes
provisions for periodic reductions of the available amount to $15,000. In
addition, the Company may select among various draw arrangements with
varying maturities and interest rates. At December 31, 1998 the interest
rates on the borrowings ranged from 6.6% to 6.9%. The Company has pledged
its personal property, including the cruise ships, as collateral and must
comply with certain financial covenants, under the terms of the agreement.
The Company had outstanding borrowings of $7,450 and $20,800 at December 31,
1997 and 1998, respectively.

On January 18, 1999, the Company amended the revolving credit facility
agreement to increase the allowable letter of credit commitment from $1,000
to $2,500.

As of February 3, 1999, the Company had repaid $7,800 of its borrowings
under the revolving credit facility with cash made available by replacing
certain escrow requirements with a surety bond (see Note 3). As a result of
the repayment, the Company reduced outstanding borrowings to $13,000.

10. INCENTIVE STOCK PLAN

On April 21, 1995, the Company's shareholders adopted the 1995 Incentive
Stock Plan (the "Plan"); whereby, incentive stock options, nonqualifying
stock options, restricted stock and stock appreciation rights may be granted
to officers, key employees and outside directors to purchase a specified
number of shares of common stock at a price not less than the fair market
value at the date of grant and for a term not to exceed 10 years. During
1997, the Plan was amended to increase the maximum number of shares
available for issuance thereunder to 750,000. Each such option, except for
100,000 stock options granted to a key employee, vests over a five-year
period with 20% vesting each year. The aforementioned 100,000 stock options
granted to the key employee vested 50% on December 31, 1998 and the
remaining 50% on December 31, 1999 subject to continuation of employment. In
addition, in 1998, the key employee received a deferred compensation payment
of $1,451 related to a previous deferred compensation agreement. Of the
522,000 outstanding options, 464,000 options will vest immediately upon a
change of control, as defined.

F-14
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stock option transactions are summarized as follows:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
SHARES PRICE RANGE PRICE
------------- ----------------- ------------
<S> <C> <C> <C>
Outstanding, January 1, 1996 300,000 $ 10.50 $ 10.50
Granted 200,000 $7.66-$8.50 $ 8.08
---------

Outstanding, December 31, 1996 500,000 $7.38-$10.25 $ 9.53
Granted 475,000 $7.38-$13.25 $ 10.11
Canceled (390,000) $7.66-$10.50 $ 9.26
Exercised (17,000) $ 10.50 $ 10.50
---------

Outstanding, December 31, 1997 568,000 $7.38-$10.50 $ 10.42
Granted 67,000 $13.00-$14.75 $ 14.51
Exercised (113,000) $7.375-$10.50 $ 9.39
---------

Outstanding, December 31, 1998 522,000 $7.375-$14.75 $ 11.17
=========

Exercisable at:
December 31, 1997 81,000 $ 10.50 $ 10.50
=========

December 31, 1998 97,000 $10.50-$13.25 $ 12.55
=========
</TABLE>

The Company has adopted the disclosure-only provisions of SFAS 123.
Accordingly, no compensation cost has been recognized for the stock option
plan. Had compensation cost for the Company's stock option plan been
determined based on the fair value at the grant dates for awards consistent
with the provisions of SFAS 123, the Company's net income and net income per
share would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1997 1998
-------------- --------------
<S> <C> <C>
Net income - as reported $ 4,940 $ 6,784
========== ==========

Net income - pro forma $ 4,766 $ 6,602
========== ==========

Net income per common share - as reported:

Basic $ 0.97 $ 1.32
========== ==========

Diluted $ 0.96 $ 1.29
========== ==========

Net income per common share - pro forma:

Basic $ 0.93 $ 1.29
========== ==========

Diluted $ 0.93 $ 1.26
========== ==========
</TABLE>

F-15
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The pro forma compensation effects of this calculation were not material and
therefore have not been disclosed for the year ended December 31, 1996.

The Company has estimated the fair values of its option grants since 1995 by
using the binomial options pricing model with the following assumptions:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Expected life (years) 10 10 10
Risk-free interest rate 6.50% 5.62% 5.31%
Volatility 37.50% 28.01% 19.23%
Dividend yield 4.76% 3.78% 4.48%
</TABLE>

11. EARNINGS PER SHARE

Weighted average shares of common stock and common stock equivalents used in
the calculation of basic and diluted earnings per share are summarized as
follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1996 1997 1998
ANNUAL DATA --------------- --------------- ---------------
<S> <C> <C> <C>
Weighted average number of common shares
outstanding (Basic EPS) 5,195,000 5,100,186 5,134,642

Stock option equivalents - 27,064 117,840
----------- ----------- -----------

Weighted average number of common shares and
equivalents outstanding (Diluted EPS) 5,195,000 5,127,250 5,252,482
=========== =========== ===========
</TABLE>

Stock option equivalents included in the Diluted EPS calculation were
determined using the treasury stock method. Under the treasury stock method
and SFAS 128, outstanding stock options are dilutive when the average market
price of the Company's common stock exceeds the option price during a
period. In addition, proceeds from the assumed exercise of dilutive options
along with the related tax benefit are assumed to be used to repurchase
common shares at the average market price of such stock during the period.

F-16
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. ENTERPRISE WIDE DISCLOSURE

The Company operates in one business segment. Although the Company
primarily manages its operations on a trip by trip basis, for ease
of presentation, the Company has classified the trips based on the
primary mode of transportation. The primary modes of transportation
consist of small ships, private jet, big ships and other.

The Company considers small ship cruises those programs which
primarily use vessels that carry less than 400 passengers. Private
jet charters are those programs the focus of which is privately
chartered jet aircraft. "Other" represents various programs which do
not fall under the aforementioned categories, such as land based programs
and other miscellaneous revenues.

The Company derives substantially all of its revenues from domestic
customers.

The following table presents, for the periods indicated, the Company's
revenue by mode of transportation.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
1996 1997 1998
---------------- ---------------- ----------------
<S> <C> <C> <C>
Small Ships $ 54,068 $ 55,891 $ 71,149
Private Jet 17,396 16,667 20,537
Big Ships 34,822 31,113 22,487
Other 19,795 18,852 11,824
------------ ------------ ------------

Total $ 126,081 $ 122,523 $ 125,997
============ ============ ============
</TABLE>

F-17
<PAGE>
<PAGE>
INTRAV, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The results of operations by quarter for 1997 and 1998 were as follows:

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------
1997 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 27,174 $ 23,905 $ 36,423 $ 35,021 $122,523
Cost of operations 22,023 18,892 29,806 28,286 99,007
-------- -------- -------- -------- --------

Gross profit $ 5,151 $ 5,013 $ 6,617 $ 6,735 $ 23,516
======== ======== ======== ======== ========

Net income $ 792 $ 801 $ 1,600 $ 1,747 $ 4,940
======== ======== ======== ======== ========

Basic net income per share $ 0.15 $ 0.16 $ 0.32 $ 0.34 $ 0.97
======== ======== ======== ======== ========

Diluted net income per share $ 0.15 $ 0.16 $ 0.31 $ 0.34 $ 0.96
======== ======== ======== ======== ========

<CAPTION>
QUARTER ENDED
----------------------------------------------------------------------------
1998 MARCH 31 JUNE 30 SEPT. 30 DEC. 31 TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 26,719 $ 22,057 $ 41,269 $ 35,952 $125,997
Cost of operations 21,601 16,615 32,805 27,135 98,156
-------- -------- -------- -------- --------

Gross profit $ 5,118 $ 5,442 $ 8,464 $ 8,817 $ 27,841
======== ======== ======== ======== ========

Net income $ 985 $ 943 $ 2,475 $ 2,381 $ 6,784
======== ======== ======== ======== ========

Basic net income per share $ 0.19 $ 0.18 $ 0.48 $ 0.46 $ 1.32
======== ======== ======== ======== ========

Diluted net income per share $ 0.19 $ 0.18 $ 0.47 $ 0.45 $ 1.29
======== ======== ======== ======== ========
</TABLE>

F-18

<PAGE>
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK
MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE
OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER
WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............................................... 2
Risk Factors..................................................... 5
Use of Proceeds.................................................. 8
Price Range of Common Stock and Dividends........................ 8
Dividend Policy.................................................. 9
Capitalization................................................... 9
Selected Consolidated Financial Data............................. 10
Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 11
Business......................................................... 18
Management....................................................... 26
Holdings of Selling Shareholder and Management................... 28
Description of Capital Stock..................................... 29
Shares Eligible For Future Sale.................................. 31
Underwriting..................................................... 31
Validity of Securities........................................... 33
Experts.......................................................... 33
Incorporation of Certain Documents by Reference.................. 33
Where You Can Find More Information.............................. 34
Index to Consolidated Financial Statements....................... F-1
</TABLE>

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

<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

2,500,000 SHARES

INTRAV [logo]
THE DELUXE WORLD TRAVEL COMPANY

COMMON STOCK

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

PROSPECTUS

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

A.G. EDWARDS & SONS, INC.

STIFEL, NICOLAUS & COMPANY
INCORPORATED

, 1999

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

It is expected that the following expenses, all of which will be paid by
the Company, will be incurred in connection with the registration and
distribution of the securities being offered (all such amounts are estimates
except the Securities and Exchange Commission filing fee, NASD filing fee and
Nasdaq National Market additional listing fee):

<TABLE>
<S> <C>
Commission registration fee................................. $ 15,186
NASD registration fee....................................... 5,963
Nasdaq National Market additional listing fee............... 11,500
Blue Sky fees and expenses.................................. 2,500
Accounting fees and expenses................................ 40,000
Legal fees and expenses..................................... 120,000
Printing and engraving expenses............................. 90,000
Miscellaneous expenses...................................... 64,851
--------
Total................................................... $350,000
========
</TABLE>

Item 15. Indemnification of Directors and Officers

Pursuant to Mo. Rev. Stat. Sec. 351.355 a company incorporated under the
laws of the State of Missouri may indemnify its directors and officers against
expenses, including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred as a result of civil, criminal,
administrative or investigative proceedings threatened or pending against such
parties (other than such actions by or in the right of the corporation) if the
officer or director acted in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. With respect to actions by or in
the right of the corporation, the corporation may indemnify directors and
officers against expenses, including attorneys' fees and amounts paid in
settlement actually and reasonably incurred in connection with the defense or
settlement of the action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct, unless and only to the
extent that the court in which such action is brought determines the person is
entitled to indemnification.

Section 357.355 allows a corporation to adopt provisions in its articles of
incorporation or bylaws or to enter into agreements (which bylaws or agreements
have been adopted by the shareholders) which provide for indemnity of the
corporation's officers and directors based on a lower standard of conduct,
except for knowingly fraudulent conduct, deliberately dishonest conduct or
willful misconduct.

In addition, under Missouri law, the Company may purchase and maintain
insurance on behalf of its officers and directors for any liability incurred by
such parties in connection with their status as an officer or director of the
Company, regardless of whether the Company would have the power under Missouri
law to indemnify its officers or directors against such liability.

Article Ten of the Company's Restated Articles of Incorporation provides
that the Company shall indemnify its officers and directors in all actions,
whether derivative, nonderivative, criminal, administrative or investigative,
if such party's conduct is not finally adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct. The Company also maintains
directors' and officers' liability insurance which protects each director or
officer from liability for actions taken in their capacity as directors or
officers.

II-1
<PAGE>
<PAGE>

Section 7 of the Underwriting Agreement also provides for indemnification
by the underwriters of the Company's officers and directors for certain
liabilities under the Securities Act.

Item 16. Exhibits

a. Exhibits. See Exhibit Index.

b. Financial Statement Schedules. All schedules for which provision is made
in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.

Item 17. Undertakings

(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

(2) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed a new Registration Statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE>
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clayton, State of Missouri, on February 26,
1999.

INTRAV, INC.

By: /s/ WAYNE L. SMITH II
-----------------------------
Wayne L. Smith II
Executive Vice President and
Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Paul H. Duynhouwer and Wayne L. Smith II and any of them (with full power to
each of them to act alone) the true and lawful attorneys-in fact and agent of
the undersigned, with full power of substitution and resubstitution, for and in
the name, place and stead of the undersigned, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, including any filings pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission (or any other government or regulatory authority), and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute, or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ PAUL H. DUYNHOUWER President, Chief Executive February 26, 1999
------------------------------------------- Officer and Director
Paul H. Duynhouwer
Principal Executive Officer

/s/ WAYNE L. SMITH II Executive Vice President, February 26, 1999
------------------------------------------- Chief Financial Officer and
Wayne L. Smith II Director
Principal Financial and Accounting Officer

/s/ BARNEY A. EBSWORTH Chairman of the Board February 26, 1999
-------------------------------------------
Barney A. Ebsworth

/s/ JOHN B. BIGGS, JR. Director February 26, 1999
-------------------------------------------
John B. Biggs, Jr.

/s/ WILLIAM H.T. BUSH Director February 26, 1999
-------------------------------------------
William H.T. Bush

/s/ ROBERT H. CHAPMAN Director February 26, 1999
-------------------------------------------
Robert H. Chapman
</TABLE>

II-3
<PAGE>
<PAGE>
<TABLE>
EXHIBIT INDEX

<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>

1.1 Form of Underwriting Agreement.<F*>

3.1 Restated Articles of Incorporation of the Registrant, filed
as Exhibit 3(i) to the Registrant's Registration Statement
on Form S-1 (No. 33-90444), is incorporated herein by
reference.

3.2 Amended and Restated Bylaws of the Registrant, filed as
Exhibit 3(ii) to the Registrant's Registration Statement on
Form S-1 (No. 33-90444), is incorporated herein by
reference.

5.1 Opinion of Thompson Coburn, as to the validity of the
issuance of the common stock.<F*>

10.1 Agreement for Purchase and Sale of Stock by and among the
Registrant, Clipper Cruise Line, Inc., Republic Cruise Line,
Inc., Liberty Cruise Line, Inc., Clipper Adventure Cruises,
Inc. and Windsor, Inc., dated November 13, 1996, as amended
by that certain First Amendment, dated December 18, 1996,
filed as Exhibit 10 to the Registrant's Current Report on
Form 8-K dated January 14, 1996, is incorporated herein by
reference.

10.2 Amended and Restated Loan Agreement, dated October 30, 1998,
between the Registrant and Nations Bank, N.A.<F*>

10.3 Amended Incentive Stock Plan, filed as Exhibit 10(iii)(A)(5)
to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997, is incorporated herein by
reference.

10.4.a Form of Option Agreement for Awards of Options under 1995
Incentive Stock Plan, filed as Exhibit 10(iii)(A)(6) to
Amendment No. 1 to the Registrant's Registration Statement
on Form S-1 (No. 33-90444), is incorporated herein by
reference.

10.4.b Second Form of Option Agreement for Awards of Options under
Amended Incentive Stock Plan.<F*>

10.5 Deferred Compensation Agreement by and between Clipper
Cruise Line, Inc. and Paul H. Duynhouwer, dated December 23,
1996, filed as Exhibit 10(iii)(A)(7) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1996, is incorporated herein by reference.

10.6 First Amendment to Deferred Compensation Agreement between
Clipper Cruise Line and Paul H. Duynhouwer, filed as Exhibit
10(iii)(A)(8) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997, is incorporated herein
by reference.

10.7 Employment Agreement between the Registrant and Wayne L.
Smith II, filed as Exhibit 10(iii)(A)(9) to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1997, is incorporated herein by reference.

10.8 Vessel Sale and Purchase Agreement, dated as of September 4,
1998, between Clipper Odyssey, Ltd. And Spice Islands
Cruises, Ltd., filed as an exhibit to the Registrant's
Current Report on Form 8-K, filed November 24, 1998, is
incorporated herein by reference.
23.1 Consent of Thompson Coburn (included in Exhibit 5.1).<F*>

23.2 Consent of Deloitte & Touche LLP.

24 Power of Attorney (included in the signature pages to this
registration statement).

27 Financial Data Schedule

<FN>
- ---------
<F*> To be filed by amendment.

II-4

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' CONSENT

WE CONSENT TO THE USE IN THIS REGISTRATION STATEMENT OF INTRAV, INC. ON FORM S-2
OF OUR REPORT DATED FEBRUARY 9, 1999 APPEARING IN THE PROSPECTUS, WHICH IS PART
OF THIS REGISTRATION STATEMENT AND TO THE REFERENCE TO US UNDER THE HEADING
"EXPERTS" IN SUCH PROSPECTUS.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
ST. LOUIS, MISSOURI

FEBRUARY 26, 1999

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 11,427
<SECURITIES> 4,025
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,618
<PP&E> 74,052
<DEPRECIATION> 19,397
<TOTAL-ASSETS> 86,558
<CURRENT-LIABILITIES> 47,289
<BONDS> 0
<COMMON> 53
0
0
<OTHER-SE> 10,549
<TOTAL-LIABILITY-AND-EQUITY> 86,558
<SALES> 125,997
<TOTAL-REVENUES> 127,057
<CGS> 98,156
<TOTAL-COSTS> 98,156
<OTHER-EXPENSES> 17,579
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 721
<INCOME-PRETAX> 10,621
<INCOME-TAX> 3,817
<INCOME-CONTINUING> 6,784
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,784
<EPS-PRIMARY> 1.32
<EPS-DILUTED> 1.29

</TABLE>