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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

___________________________

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 0-9264

AMERICAN CLASSIC VOYAGES CO.
(Exact name of registrant as specified in its charter)

DELAWARE 31-0303330
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)

TWO NORTH RIVERSIDE PLAZA, CHICAGO, IL 60606
(Address of principal executive offices) (Zip Code)

(312) 258-1890
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

As of April 28, 1996, there were 13,772,853 shares of Common Stock outstanding.

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AMERICAN CLASSIC VOYAGES CO.

INDEX

ITEM DESCRIPTION PAGE

Part I Financial Information:

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statements of Income for the
Three Months Ended March 31, 1996 and 1995............. 3

Condensed Consolidated Balance Sheets at March 31,
1996 and December 31, 1995............................. 4

Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 1996 and 1995......... 5

Notes to Condensed Consolidated Financial Statements... 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 9

Part II Other Information:

Item 1. Legal Proceedings...................................... 14

Item 6. Exhibits and Reports on Form 8-K....................... 14

AMERICAN CLASSIC VOYAGES CO.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)

For the Three Months
Ended March 31,
---------------------
1996 1995
--------- ---------

Revenues............................................... $41,945 $44,253

Cost of operations (exclusive of depreciation and
amortization shown below).............................. 28,389 36,312
-------- -------
Gross profit........................................... 13,556 7,941

Selling, general and administrative expenses........... 13,502 13,082
Depreciation and amortization expense.................. 3,448 2,458
Impairment write-down (Note 4)......................... 38,390 --
-------- -------
Operating loss......................................... (41,784) (7,599)

Interest income........................................ 241 527
Interest expense....................................... 2,125 275
-------- -------
Loss before income taxes and minority interest......... (43,668) (7,347)

Income tax benefit..................................... (397) (2,580)
Minority interest...................................... -- (730)
-------- -------
Net loss............................................... $(43,271) $(4,037)
======== =======
Per Share Information:
Average common and common share equivalents outstanding 13,770 13,998
======== =======
Loss per share......................................... $(3.14) $(0.29)
======== =======
Cash dividends declared per share...................... $ -- $0.04
======== =======

The accompanying notes are an integral part of these condensed consolidated
financial statements.

AMERICAN CLASSIC VOYAGES CO.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par value)
(Unaudited)

March 31, December 31,
1996 1995
--------- ---------

ASSETS
Cash and cash equivalents........................ $9,906 $6,048
Restricted short-term investments................ 3,795 10,681
Accounts receivable.............................. 1,888 1,134
Prepaid expenses and other current assets........ 7,500 6,612
--------- ---------
Total current assets.......................... 23,089 24,475

Property and equipment, net...................... 184,499 211,959
Other assets..................................... 6,274 6,320
Goodwill, net.................................... -- 4,719
--------- ---------
Total assets.................................. $213,862 $247,473
--------- ---------
LIABILITIES
Accounts payable................................. 14,433 13,073
Other accrued liabilities........................ 24,157 27,437
Current portion of long-term debt................ 3,923 3,746
Unearned passenger revenues...................... 40,398 28,532
--------- ---------
Total current liabilities..................... 82,911 72,788

Long-term debt, less current maturities.......... 102,786 103,272
--------- ---------
Total liabilities............................. 185,697 176,060
--------- ---------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value (5,000,000 shares
authorized, none issued or outstanding).......... -- --
Common stock, $.01 par value (20,000,000 shares
authorized, 13,772,853 and 13,769,512 shares
issued and outstanding, respectively).......... 138 138
Additional paid-in capital....................... 74,071 74,048
Retained deficit................................. (46,044) (2,773)
--------- ---------
Total stockholders' equity.................... 28,165 71,413
--------- ---------
$213,862 $247,473
========= =========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

AMERICAN CLASSIC VOYAGES CO.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

For the Three Months
Ended March 31,
---------------------
1996 1995
--------- ---------

OPERATING ACTIVITIES:
Net loss.............................................. $(43,271) $ (4,037)
Depreciation and amortization........................ 3,448 2,458
Minority interest.................................... -- (730)
Impairment write-down (Note 4)....................... 38,390 --
Changes in working capital and other:
Working capital changes and other................ (883) (2,175)
Unearned passenger revenues...................... 11,866 2,603
--------- ---------
Net cash provided by (used in) operating activities.. 9,550 (1,881)
--------- ---------
INVESTING ACTIVITIES:
Decrease in restricted short-term investments........ 6,886 60
Capital expenditures................................. (12,054) (7,233)
--------- ---------
Net cash used in investing activities ............... (5,168) (7,173)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from borrowings............................. 6,903 15,000
Repayment of borrowings.............................. (7,212) --
Issuance of common stock............................. 23 8
Dividends............................................ -- (550)
Deferred financing fees.............................. (238) (650)
--------- ---------
Net cash (used in) provided by financing activities.. (524) 13,808
--------- ---------

Increase in cash and cash equivalents................. 3,858 4,754
Cash and cash equivalents, beginning of period........ 6,048 12,224
--------- ---------
Cash and cash equivalents, end of period.............. $ 9,906 $ 16,978
--------- ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (refunded) during the period for:
Interest (net of capitalized interest)............... $ 2,602 $ 241
Income taxes......................................... $ -- $ (538)

The accompanying notes are an integral part of these condensed consolidated
financial statements.

AMERICAN CLASSIC VOYAGES CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)

1. BASIS OF PRESENTATION:

These accompanying unaudited Condensed Consolidated Financial Statements
("Financial Statements") have been prepared pursuant to Securities and
Exchange Commission ("SEC") rules and regulations and should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
included on Form 10-K for the year ended December 31, 1995 (the "Annual
Report") for American Classic Voyages Co. ("AMCV") and its subsidiaries. These
Financial Statements include the accounts of AMCV and its wholly owned
subsidiaries, The Delta Queen Steamboat Co. ("DQSC") and Great Hawaiian Cruise
Line, Inc. ("GHCL") (collectively with such subsidiaries, the "Company"). The
following notes to the Financial Statements highlight significant changes to
the notes included in the Annual Report and such interim disclosures as
required by the SEC. These Financial Statements reflect, in the opinion of
management, all adjustments necessary for a fair presentation of the interim
financial statements. All such adjustments are of a normal and recurring
nature. Certain previously reported amounts have been reclassified to conform
to the 1996 presentation.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

2. PROPERTY AND EQUIPMENT:

Property and equipment includes the estimated salvage value for the
Constitution of $2.5 million. The Constitution will not be returned to service
and will remain in wet berth in Portland, Oregon while the Company explores
various other options for the vessel (see Note 4 for further information).

3. DEBT:

Long-term debt consisted of (in thousands):

March 31, December 31,
1996 1995
--------- ------------

U.S. Government Guaranteed Ship Financing Note,
American Queen Series, floating rate notes due
semi-annually beginning February 24, 1996
through August 24, 2005............................... $23,024 $24,236
U.S. Government Guaranteed Ship Financing Bond,
American Queen Series, 7.68% fixed rate, sinking
fund bonds due semi-annually beginning February 24,
2006 through June 2, 2020............................. 36,353 36,353
U.S. Government Guaranteed Ship Financing Note,
Independence Series A, floating rate notes due
semi-annually beginning June 7, 1996 through
December 7, 2005...................................... 13,214 13,214
U.S. Government Guaranteed Ship Financing Bond,
Independence Series A, 6.84% fixed rate sinking
fund bonds due semi-annually beginning
June 7, 2006 through December 7, 2015................. 13,215 13,215
U.S. Government Guaranteed Ship Financing Note,
Independence Series B, floating rate notes due
semi-annually beginning December 7, 1996 through
December 7, 2005...................................... 3,363 --
U.S. Government Guaranteed Ship Financing Bond,
Independence Series B, 7.46% fixed rate sinking
fund bonds due semi-annually beginning
June 7, 2006 through December 7, 2015................. 3,540 --
Revolving credit facility............................... 14,000 20,000
-------- --------
106,709 107,018
Less current portion.................................... 3,923 3,746
-------- --------
$102,786 $103,272
======== ========

On March 28, 1996, a subsidiary of GHCL issued $6.9 million of debt guaranteed
by the U.S. Government through the U.S. Department of Transportation Maritime
Administration ("MARAD"). This debt is the second series ("Series B") of the
$26.4 million issue that was completed on December 7, 1995 and therefore
contains the same covenants and security as the original issue which was
guaranteed by GHCL and secured by the first mortgage of the Independence. The
Series B debt consists of $3.4 million of notes due December 7, 2005 with a
floating interest rate equal to London Interbank Offered Rate ("LIBOR") plus
.27% and $3.5 million of 7.46% fixed rate bonds due December 7, 2015. Interest
payments on the notes and bonds, as well as principal payments on the notes, are
payable semi-annually beginning December 7, 1996. Principal payments on the
bonds are payable semi-annually beginning June 7, 2006. In addition, the Series
B debt required the subsidiary to increase the six-month debt service deposit
to $2.2 million. This deposit will be released when either GHCL or its
subsidiary meets certain cash flow and debt-to-equity ratios.

The Company used a portion of the proceeds from the Series B financing to fund
amounts owed to the Newport News Shipbuilding and Dry Dock Company (the
"Shipyard") as part of the litigation settlement as further discussed in Note
7. The remaining proceeds were used, in part, to pay down $6.0 million of its
then outstanding $20.0 million under its revolving credit facility.

On April 22, 1996, the Company modified the total borrowing availability under
its amended and restated credit agreement with a group of financial
institutions with Chemical Bank, as agent (the "Chemical Credit Agreement").
The modified Chemical Credit Agreement provides a revolving credit facility,
subject to certain covenants, of up to $25.0 million with a final maturity on
March 31, 1999. Borrowings bear interest, at the option of the Company, equal
to either (i) the greater of Chemical Bank's prime rate or certain alternative
base rates plus a margin ranging from 0% to 1.25%, or (ii) LIBOR plus a margin
ranging from 1.0% to 2.25%. The Company is also required to pay a commitment
fee on the unused portion of the facility at a rate ranging from 0.375% to 0.5%
per annum. The modified Chemical Credit Agreement is guaranteed by AMCV and
secured by substantially all the assets of DQSC, excluding the American Queen.
The agreement contains various limitations, restrictions and financial
covenants which, among other things, requires maintenance of certain financial
ratios, restricts additional indebtedness, limits intercompany advances to
$20.0 million and limits the payment of dividends from DQSC to AMCV to $2.0
million per annum.

As of March 31, 1996, the Company was in compliance with its financial
covenants.

4. IMPAIRMENT WRITE-DOWN:

After evaluating the scope and cost of the Constitution reconstruction project
as well as considering various alternatives, the Company announced on April 29,
1996 its decision not to renovate or return the Constitution to service. The
Constitution was removed from service on June 27, 1995 and is currently in wet
berth in Portland, Oregon. In the first quarter of 1996, in connection with the
foregoing decision, the Company recognized an impairment write-down of $38.4
million, comprised of (a) $36.1 million directly related to the write-down of
the vessel and its allocated goodwill to an estimated salvage value of $2.5
million, and (b) $2.3 million which represented the remaining goodwill balance
from the GHCL acquisition. In addition, the Company has a reserve of $4.5
million for future storage, maintenance and insurance costs for the
Constitution as it explores various other options for the vessel.

The impairment write-down was recognized in accordance with the Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of",
which the Company adopted effective January 1, 1996. SFAS No. 121 establishes
accounting standards for recognizing the impairment of long-lived assets,
identifiable intangibles and goodwill, whether to be disposed of or to be held
and used. In general, SFAS No. 121 requires recognition of an impairment loss
when the sum of undiscounted expected future cash flows is less than the
carrying amount of such assets.

5. STOCK OPTIONS:

Activity under the Company's stock option plans from December 31, 1995 through
March 31, 1996 was:

Executive Stock
Option Plan 1992 Plan Price Per Share
--------------- ---------------------------- -----------------
Shares Shares Shares
Subject to Subject to Subject to
Options Options SARs
--------------- ----------- ----------

Balance at December 31, 1995 323,971 1,179,410 280,000 $3.25 - $20.42
Options granted -- 106,500 -- 9.50 - 11.00
Options canceled -- (86,000) (25,000) 9.50 - 20.42
Options exercised -- -- -- --
------- --------- -------
Balance at March 31, 1996 323,971 1,199,910 255,000 $3.25 - $20.42
======= ========= =======

With respect to SFAS 123, "Accounting for Stock-based Compensation", which
became effective January 1, 1996, the Company will continue its current
accounting for employee stock-based compensation plans in accordance with
Accounting Principles Board Opinion No. 25, as permitted under SFAS 123. In
addition, the Company will disclose the pro forma effect of the fair value
accounting method in the notes to its annual consolidated financial statements,
as required.

6. RETAINED EARNINGS:

Changes in retained deficit for the three months ended March 31, 1996 were
(in thousands):

Retained deficit at December 31, 1995........... $ (2,773)
Net loss........................................ (43,271)
--------
Retained deficit at March 31, 1996.............. $(46,044)
========

7. LITIGATION SETTLEMENT:

As discussed in Note 10 to the Consolidated Financial Statements included in
the Annual Report, in February 1996, the Company settled its dispute with the
Shipyard which arose during the renovation of the Independence. In March 1996,
the Company, in accordance with the settlement agreement, paid an additional
$8.7 million comprised of (a) the remaining escrow balance of $6.4 million, and
(b) $2.3 million upon the closing of the Series B debt as previously discussed
in Note 3.

AMERICAN CLASSIC VOYAGES CO.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

American Classic Voyages Co. ("AMCV," or along with its subsidiaries, the
"Company"), is a holding company which owns and controls The Delta Queen
Steamboat Co. ("DQSC") and Great Hawaiian Cruise Line, Inc. ("GHCL"). The
following discusses the Company's consolidated results of operations and
financial condition for the first quarter of 1996 as compared to the first
quarter of 1995. This section should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's Annual Report for the year ended December
31, 1995.

The Company, through its various subsidiaries, operates two cruise lines:
"Delta Queen", which owns and operates the American Queen, Mississippi Queen
and Delta Queen steamboats, and "American Hawaii", which owns and operates the
Independence steamship. American Hawaii also owns the Constitution steamship
which will not be returned to service as a result of a recent decision by the
Company. The Constitution was removed from service on June 27, 1995 and is
currently in wet berth in Portland, Oregon. The Company has written-down the
value of the vessel to its estimated salvage value effective March 31, 1996.
The Company also owns and operates the Maison Dupuy Hotel located in New
Orleans.

The Company's operations are seasonal. Historically, there is greater
passenger interest in the spring and fall months of the year at Delta Queen.
Furthermore, the vessels are typically out of service in January of each year,
undergoing a lay-up for routine repair and maintenance. The American Queen,
launched in mid-1995, will undergo its first annual lay-up in January 1997.
American Hawaii experiences greater passenger interest in the spring and
summer months of the year. In addition, current interim results of operations
include an impairment write-down as discussed in Note 4 of the Condensed
Consolidated Financial Statements. As a result of the factors mentioned above,
interim results of operations are not necessarily indicative of results for a
full year.

RESULTS OF OPERATIONS

The following tables set forth various financial results and operating
statistics for the three months ended March 31, 1996 and 1995:

FINANCIAL HIGHLIGHTS

For the Three Months
Ended March 31,
---------------------
1996 1995
--------- --------
(in thousands)

Revenues...................... $ 41,945 $ 44,253
========= =========
Operating loss................ $ (41,784) $ (7,599)
========= =========
Net loss...................... $ (43,271) $ (4,037)
========= =========

OPERATING STATISTICS

For the Three Months
Ended March 31,
----------------------
1996 1995
---------- ----------

Fare revenue per passenger night.......... $206 $187
Total revenue per passenger night......... $278 $277
Weighted average operating days (1):
DELTA QUEEN............................. 75 65
AMERICAN HAWAII......................... 91 90
Vessels capacity per day (berths)(2):
DELTA QUEEN............................. 1,024 588
AMERICAN HAWAII......................... 817 1,590
Capacity passenger nights (3)............. 151,349 180,448
Passenger nights (4)...................... 143,672 152,053
Physical occupancy percentage
(berths) (5)............................ 95% 84%

(1) Weighted average operating days for each cruise line is determined by
dividing capacity passenger nights for each cruise line by the cruise
line's total vessel capacity per day.

(2) Vessel capacity per day represents the number of passengers each cruise
line can carry assuming double occupancy for cabins which accommodate two
or more passengers. However, some cabins on the Independence and the
American Queen can accommodate three or four passengers.

(3) Capacity passenger nights is determined by multiplying, for the
respective period, the actual operating days of each vessel by each
vessel's capacity per day.

(4) A passenger night represents one passenger spending one night on a
vessel; for example, one passenger taking a three-night cruise would
generate three passenger nights.

(5) Physical occupancy percentage is passenger nights divided by capacity
passenger nights.

QUARTER ENDED MARCH 31, 1996 COMPARED TO QUARTER ENDED MARCH 31, 1995

Consolidated first quarter 1996 revenues of $41.9 million represented a $2.4
million decrease from first quarter 1995 revenues of $44.3 million. American
Hawaii's revenues decreased $8.0 million, or 25%, mainly due to a 48% decrease
in capacity as a result of the Constitution's removal from service on June 27,
1995, partially offset by improvements on the Independence in fare revenue per
passenger night ("fare per diems") and occupancy. Fare per diems and passenger
nights on the Independence increased by 19% and 8%, respectively, compared to
1995. Delta Queen's revenues increased $5.6 million, or 46%, reflecting a 97%
increase in passenger nights for the period offset by a 17% decrease in fare
per diems. The absorption of the increased capacity of the American Queen
during the historically weak first quarter necessitated increased levels of
fare discounting while occupancy levels decreased slightly to 87% from 89% as
compared to the first quarter of 1995. Air travel revenue decreased at both
lines due to a reduction in the percentage of passengers electing to purchase
air travel through the Company.

Consolidated cost of operations decreased to $28.4 million for the first
quarter of 1996 from $36.3 million for the first quarter of 1995. American
Hawaii's operating costs decreased $12.4 million primarily due to the
Constitution's removal from service and realization of operating cost savings
on the Independence as a result of cost cutting efforts undertaken since the
second half of 1995. Delta Queen's operating costs increased 56% as a result of
the increased capacity provided by the American Queen.

Consolidated selling, general and administrative expenses increased to $13.5
million for the first quarter of 1996 from $13.1 million for the same quarter
in 1995. Delta Queen's additional capacity resulted in increased selling and
marketing expenditures while similar costs at American Hawaii were reduced with
only one ship in operation. The $1.0 million increase in depreciation expense
was due to the addition of the American Queen while American Hawaii's remained
unchanged as the increased depreciation on the Independence was offset by the
suspension of depreciation on the Constitution upon its removal from service in
the prior year.

After evaluating the scope and cost of the Constitution reconstruction project
as well as considering various alternatives, the Company announced on April 29,
1996 its decision not to renovate or return the Constitution to service. In
connection with this decision, the Company recognized an impairment write-down
of $38.4 million in the first quarter of 1996. Excluding this write-down, the
consolidated operating loss for the first quarter of 1996 was $3.4 million as
compared to $7.6 million in 1995.

The $38.4 million impairment write-down was comprised of (a) $36.1 million
directly related to the write-down of the vessel and its allocated goodwill to
an estimated salvage value of $2.5 million, and (b) $2.3 million which
represented the remaining goodwill balance from the American Hawaii
acquisition. In addition, the Company has a reserve in the amount of $4.5
million for future storage, maintenance and insurance costs for the
Constitution as it explores various other options for the vessel. The
impairment write-down was recognized in accordance with the Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of",
which the Company adopted effective January 1, 1996.

Interest expense increased $1.8 million due to increased borrowing levels in
1996 and capitalization of interest costs in 1995 related to the American Queen
construction. The Company's effective tax rate for the first quarter of 1996
represented a benefit for certain state taxes. A valuation allowance was
recognized for the full amount of the Federal tax benefit recorded in the first
quarter of 1996 due to the possibility that the deferred tax asset created may
not be realized in the future.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

Operating Activities

For the three months ended March 31, 1996, cash used in operations before
changes in unearned passenger revenues ("Operating Cash Flow") was $2.3
million compared to $4.5 million in the prior year. Operating Cash Flow
reflected the improved operating performance of American Hawaii in the first
quarter of 1996 as discussed previously under Results of Operations. Unearned
passenger revenues, representing passenger cruise deposits, increased $11.9
million in the first quarter of 1996 reflecting the higher advance reservation
levels at Delta Queen on three boats for the historically strong spring season
and a slight increase in American Hawaii's unearned passenger revenues.

Capital Expenditures

Capital expenditures of $12.1 million in the first quarter of 1996 included
$8.7 million related to the Independence, representing amounts paid to Newport
News Shipbuilding and Dry Dock Company (the "Shipyard") in March 1996 as part
of the litigation settlement. Other significant capital expenditures included
$2.1 million for the Delta Queen and Mississippi Queen lay-ups including
completion of the Mississippi Queen cosmetic renovation, and $1.3 million for
other capital expenditures.

Debt

On March 28, 1996, a subsidiary of GHCL issued $6.9 million of debt guaranteed
by the U.S. Government through the U.S. Department of Transportation Maritime
Administration ("MARAD"). This debt is the second series ("Series B") of the
$26.4 million issue that was completed on December 7, 1995 and therefore
contains the same covenants and security as the original issue which was
guaranteed by GHCL and secured by the first mortgage of the Independence. The
Series B debt consists of $3.4 million of notes due December 7, 2005 with a
floating interest rate equal to London Interbank Offered Rate ("LIBOR") plus
.27% and $3.5 million of 7.46% fixed rate bonds due December 7, 2015. Interest
payments on the notes and bonds, as well as principal payments on the notes are
payable semi-annually beginning December 7, 1996. Principal payments on the
bonds are payable semi-annually beginning June 7, 2006. In addition, the Series
B debt required the subsidiary to increase the six-month debt service deposit
to $2.2 million. This deposit will be released when either GHCL or its
subsidiary meets certain cash flow and debt-to-equity ratios. The Company used
a portion of the proceeds from the Series B financing to fund amounts owed to
the Shipyard as part of the litigation settlement as discussed above. The
remaining proceeds were used, in part, to paydown $6.0 million of its then
outstanding $20.0 million under its revolving credit facility.

As of March 31, 1996, the Company was in compliance with its financial
covenants.

The Company believes it will have adequate access to capital resources, both
internally and externally, to meet its short-term and long-term capital
commitments. Such resources may include cash on hand, the ability to secure
additional financing through the capital markets or the sale of certain
non-strategic assets. The Company has no immediate plans to increase capacity
at either of its two cruise lines. However, the Company continually evaluates
opportunities to increase capacity, particularly with regard to the American
Hawaii business. If it would elect to increase capacity, the Company may seek
to secure additional financing. Notwithstanding, there can be no assurances
that the Company will choose to increase capacity or, if it elects to do so,
that it will obtain additional financing.

Dividends

In the second half of 1995, the Company's board of directors elected not to
declare a dividend and determined that any future dividend declarations will be
based on the Company's operating performance and its planned capital needs.

Other

In March 1996, as part of the litigation settlement, the remaining balance of
$6.4 million maintained in an escrow account was released to the Shipyard. In
addition, during the first quarter of 1996, $1.1 million was released to the
Company from the escrow account maintained for remaining American Queen
construction costs.

The Federal Maritime Commission ("FMC") regulates U.S. passenger vessels with
50 or more berths and requires that such operators post security with the FMC
to be used in the event the operator fails to provide cruise services or
otherwise satisfy certain standards. The Company has been approved as a
self-insurer by the FMC and therefore, is not required to post any security
with the FMC for passenger cruise deposits. However, in light of a recent
bankruptcy in the cruise industry, the FMC has renewed its interest in more
stringent financial safeguards for cruise lines. In January 1996, the FMC
indicated that it will propose new regulations to tighten the self-insurance
provisions as a means to protect passenger deposits and payments. At this time,
the Company does not know the potential impact, but it is possible that the
Company may be required to establish a bond to cover a portion of its passenger
deposits and payments at some future date.

Factors Concerning Forward-Looking Statements

Certain statements in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
Reform Act). Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the Company's
impairment write-down, the recognition of a valuation allowance for Federal
taxes, the ability to obtain additional financing, the sale of non-strategic
assets, the increase in capacity at American Hawaii and the impact of future
FMC regulations.

AMERICAN CLASSIC VOYAGES CO.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

As discussed in Note 10 to the Consolidated Financial Statements
included in the Annual Report, in February 1996, the Company settled
its dispute with the Shipyard which arose during the renovation of the
Independence. In March 1996, the Company, in accordance with the
settlement agreement, paid an additional $8.7 million comprised of (a)
the remaining escrow balance of $6.4 million, and (b) $2.3 million upon
the closing of the Series B debt as previously discussed in Note 3 of
the Condensed Consolidated Financial Statements.

There are no other material legal proceedings, to which the Company is
a party or of which any of its property is the subject, other than
ordinary routine litigation and claims incidental to the business. The
Company believes it maintains adequate insurance coverage and reserves
for such claims.

ITEM 6. Exhibits and Reports on Form 8-K

a) Exhibits:

4.(ii)(a)(16) Third Amended and Restated Credit Agreement dated as
of April 22, 1996, among The Delta Queen
Steamboat Co., as Borrower, and the Company, as
Parent, the financial institutions from time
to time a party hereto (collectively, the
"Lenders") Chemical Bank, as the Lenders' agent
("Agent") and Hibernia Bank as Co-Agent.

4.(ii)(a)(19) $11,000,000.00 Third Amended and Restated Revolving
Loan Note dated April 22, 1996, by and between The
Delta Queen Steamboat Co. and Chemical Bank.

The following Third Amended and Restated Revolving
Loan Notes, each dated April 22, 1996 and executed
by The Delta Queen Steamboat Co., as Borrower, are
substantially identical in all material respects to
the Third Amended and Restated Revolving Loan Note
filed as Exhibit 4.(ii)(a)(3), except as to the
named Lender and the stated amount, which are set
forth below:

LENDER AMOUNT
------ ------

Hibernia National Bank $10,000,000.00
Deposit Guaranty National Bank $4,000,000.00

4.(ii)(a)(23) Third Master Amendment to the Collateral Documents
dated April 22, 1996, executed by The Delta Queen
Steamboat Co., the Company, Cruise America Travel,
Incorporated, Great River Transportation Co., Great
River Cruise Line, Inc., Great Ocean Cruise Line,
Inc., and Blackland Vistas, Inc., and the Agent for
the benefit of the Agent and the Lenders in
connection with the Amended and Restated Credit
Agreement dated March 31, 1995.

4.(ii)(a)(24) Third Amendment to Preferred Ship Mortgage dated
April 22, 1996 executed by Great River Cruise Line,
Inc. in favor of the Agent for the benefit of the
Lenders in the principal amount of
$25,000,000.00.

4.(ii)(a)(25) Third Amendment to Preferred Ship Mortgage dated
April 22, 1996 executed by Great Ocean Cruise Line,
Inc. in favor of the Agent for the benefit of
the Lenders in the principal amount of
$25,000,000.00.

4.(ii)(d)(11) Amendment to Commitment to Guarantee Obligations by
the United States of America Accepted by Great
Independence Ship Co. dated as of March 28,
1996.

4.(ii)(d)(12) Great Independence Ship Co. United Stated Government
Guaranteed Ship Financing Obligations, Independence
Series B Purchase Agreement dated March 28, 1996.

4.(ii)(d)(13) Supplemental Indenture No. 1 relating to United
States Government Guaranteed Ship Financing
Obligations, Independence Series B, between Great
Independence Ship Co. and the Bank of New
York, dated as of March 28, 1996.

4.(ii)(d)(14) Form of 2005 Note, Guarantee and Trustee's
Authentication Certificate Specimen Note as it
relates to the United States Government Guaranteed
Ship Financing Obligation, Independence Series B.

4.(ii)(d)(15) Form of 2015 Bond, Guarantee and Trustee's
Authentication Certificate Specimen Bond as it
relates to United States Government Guaranteed Ship
Financing Bond, Independence Series B.

4.(ii)(d)(16) Amendment No. 1 to Authorization Agreement between
the United States of America represented by the
Secretary of Transportation and the Bank of New York
as Indenture Trustee under the Trust Indenture
between it and Great Independence Ship Co. dated
as of March 28, 1996.

4.(ii)(d)(17) Amendment No. 1 to Security Agreement relating to
the United States Government Guaranteed Ship
Financing Obligation between Great Independence
Ship Co. and the United States of America dated as
of March 28, 1996 (the "Security Agreement").

4.(ii)(d)(18) Endorsement to $6,903,000 Promissory Note dated
March 28, 1996 by and between Great Independence
Ship Co. and the United States of America.

27. Financial data schedule.

b) Reports on Form 8-K:

None.

15
16

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 thereunto duly authorized.

AMERICAN CLASSIC VOYAGES CO.

By: /s/ Philip C. Calian
---------------------------------------
Philip C. Calian
Chief Executive Officer

By: /s/ Kathryn F. Gray
---------------------------------------
Kathryn F. Gray
Controller and Chief Accounting Officer

Dated: May 13, 1996
---------------------