8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
August 12, 2005

AMBASSADORS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction
of Incorporation) No. 0-33347
(Commission File Number)  91-1957010
(IRS Employer
Identification No.)

Dwight D. Eisenhower Building, 110 S. Ferrall Street, Spokane, WA
(Address of principal executive offices) 99202
(Zip Code)

Registrant’s telephone number, including area code
(509) 534-6200

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On August 12, 2005, Ambassadors Group, Inc. (the “Company”) announced that its Board of Directors declared a two-for-one stock split of its common stock. The stock split will be effected in the form of a 100% stock dividend. The new shares will be distributed on September 15, 2005 to stockholders of record on August 31, 2005. As a result of the split, stockholders will receive one additional share of common stock for every one share owned on August 31, 2005.

     On the same date, the Company announced that its Board of Directors declared a quarterly dividend of $0.13 per share. The dividend will be paid on September 9, 2005 to all common stockholders of record on August 26, 2005.

     The Company’s Board of Directors intends to continually review the Company’s dividend policy to ensure compliance with capital requirements, regulatory limitations, the Company’s financial position and other conditions which may affect the Company’s desire or ability to pay dividends in the future.

     On August 12, 2005, the Company also announced that its Board of Directors authorized an increase in the funds which the Company may spend under the Company’s stock purchase plan from $5.0 million to $14.0 million.

     A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

     Exhibit 99.1: Press Release, dated August 12, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMBASSADORS GROUP, INC.
Date: August 15, 2005	By:	/s/ Chadwick J. Byrd
		Chadwick J. Byrd
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated August 12, 2005.

EX-99.1

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE

CONTACT: Jeff Thomas
(509) 534-6200

Ambassadors Group Declares Quarterly Dividend, Stock Split, and Increased Repurchase Program

Spokane, WA – August 12, 2005

Ambassadors Group, Inc. (NASDAQ: EPAX) (“Company”), a leading provider of educational travel experiences, announced today that its board of directors declared a quarterly dividend, a two-for-one stock split, and an increase to its authorized stock repurchase program.

The Company’s board of directors approved the quarterly cash dividend at $0.13 per share, to be paid on September 9, 2005 to all common shareholders of record on August 26, 2005. Each quarter, the Company’s board of directors will review the dividend payment assessing the amount, timing and alignment with its strategic direction.

The Company also announced today that the board of directors approved the repurchase of an additional $9 million of the Company’s common stock. The total amount now authorized for repurchase is $14 million, of which the Company has already repurchased approximately $4.2 million pursuant to a repurchase program approved by the board of directors in May, 2004. The repurchase program provides for buying stock on the open market or through negotiated transactions and retiring the shares to the Company’s treasury. The Company will determine the timing, the price and the number of shares to be repurchased under the program.

In addition, the Company’s board of directors announced today that it approved a two-for-one common stock split. The stock split will be implemented in the form of a 100% stock dividend payable on September 15, 2005 to stockholders of record on August 31, 2005. The stock dividend will represent a tax-free distribution to shareholders. After the split, approximately 20.4 million shares will be outstanding.

Jeff Thomas, president and chief executive officer of Ambassadors Group, Inc., stated, “We are pleased to announce today a set of actions designed to deliver increased value to our shareowners. First, the board of directors approved another quarterly dividend, raising our year-to-date distributions to approximately $4 million. Second, we will continue to return value to our shareowners through our share buyback program. Third, for the first time, we will be increasing our float by approximately 10.2 million shares through the stock split. Taken together, we believe that these initiatives will continue to provide benefits to our shareowners and enhance the long term value of our organization.”

Ambassadors Group, Inc. is a leading educational travel company that organizes and promotes international and domestic programs for students, athletes and professionals. These programs provide the opportunities for grade school, junior, and senior high school students to visit foreign and domestic destinations to learn about the history, government, economy and culture of such areas, as well as for junior and senior high school athletes to participate in international sports challenges. Our professional programs emphasize meetings and seminars between participants and their counterparts in similar professions abroad. We are headquartered in Spokane, Washington, with associates also in Playa Vista, California; Denver, Colorado; and Washington, D.C.

Forward-Looking Statements

This press release contains forward-looking statements regarding our management focus and expertise. Forward-looking statements, which are included per the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this release. Such forward-looking statements speak only as of the date of this release and may not reflect risks related to the conflict in the Middle East and international unrest, outbreak of disease, conditions in the travel industry, direct marketing environment, changes in economic conditions and changes in the competitive environment. We expressly disclaim any obligation to provide public updates or revisions to any forward-looking statements found herein to reflect any changes in our expectations or any change in events. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained. For a more complete discussion of these and other factors, please refer to the Ambassadors Group, Inc. 10K filed March 15, 2005, proxy filed April 14, 2005, and 10Q filed August 9, 2005.

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