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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).


13G
CUSIP No. 023178-10-6

	1.	Name of Reporting Person: JOHN A. UEBERROTH			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	o

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 879,270⁽¹⁾

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 879,270⁽¹⁾

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 879,270⁽¹⁾

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 8.81%

	12.	Type of Reporting Person: IN

Item 1.

(a) Name of Issuer: AMBASSADORS INTERNATIONAL, INC.

(b) Address of Issuer’s Principal Executive Offices:


		1071 CAMELBACK STREET
		NEWPORT BEACH, CA 92660

Item 2.

(a) Name of Person Filing: JOHN A. UEBERROTH

(b) Address of Principal Business Office:


		1071 CAMELBACK STREET
		NEWPORT BEACH, CA 92660

(c)   Citizenship:   UNITED STATES

(d)   Title of Class of Securities:   COMMON STOCK

(e)   CUSIP Number:   023178-10-6

Item 3. Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): NOT APPLICABLE

Item 4. Ownership.

(a)   Amount beneficially owned:   879,270⁽¹⁾

(b)   Percent of class:   8.81%

(c)   Number of shares as to which the person has:

(i)   Sole power to vote or to direct the vote:   879,270 ⁽¹⁾

(ii)   Shared power to vote or to direct the vote:   0

(iii)   Sole power to dispose or to direct the disposition:   879,270 ⁽¹⁾

(iv)   Shared power to dispose or to direct the disposition:   0

Item 5. Ownership of Five Percent or Less of a Class: NOT APPLICABLE

Item 6. Ownership of More Than Five Percent on Behalf of Another Person: NOT APPLICABLE

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company: NOT APPLICABLE

Item 8. Identification and Classification of Members of the Group: NOT APPLICABLE

Item 9. Notice of Dissolution of Group: NOT APPLICABLE

Item 10. Certification: NOT APPLICABLE

Page 3 of 4 pages

	(a)	Name of Issuer: AMBASSADORS INTERNATIONAL, INC.

	(b)	Address of Issuer’s Principal Executive Offices:

	(a)	Name of Person Filing: JOHN A. UEBERROTH

	(b)	Address of Principal Business Office:

	(c)	Citizenship: UNITED STATES

	(d)	Title of Class of Securities: COMMON STOCK

	(e)	CUSIP Number: 023178-10-6


Item 3.	Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c): NOT APPLICABLE

	(a)	Amount beneficially owned: 879,270⁽¹⁾

	(b)	Percent of class: 8.81%

	(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: 879,270 ⁽¹⁾

	(ii)	Shared power to vote or to direct the vote: 0

	(iii)	Sole power to dispose or to direct the disposition: 879,270 ⁽¹⁾

	(iv)	Shared power to dispose or to direct the disposition: 0


Item 5.	Ownership of Five Percent or Less of a Class: NOT APPLICABLE


Item 6.	Ownership of More Than Five Percent on Behalf of Another Person: NOT APPLICABLE


Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: NOT APPLICABLE


Item 8.	Identification and Classification of Members of the Group: NOT APPLICABLE


Item 9.	Notice of Dissolution of Group: NOT APPLICABLE



Date: February 10, 2005	/s/ JOHN A. UEBERROTH
	JOHN A. UEBERROTH