United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934
          For the quarterly period ended July 31, 1997

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXHANGE ACT
          For the transition period from [        ] to [         ]

                         Commission File Number 0-21451

            BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
       (Exact name of small business issuer as specified in its charter)


             NEVADA                                       85-0113644          
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)                 
        

   150 LOUISIANA NE, ALBUQUERQUE, NM                        87108
(Address of principal executive offices)                  (Zip Code)


                     Issuer's telephone number: 505-266-5985


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 September  14, 1997,  4,384,848  shares of the issuer's  common stock were
outstanding.


<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


                                      INDEX


                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
                                                                        --------
Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of
                  July 31, 1997 and January 31, 1997........................2

                  Consolidated Statements of Income for the
                  Three Months Ended and Six Months Ended 
                  July 31, 1997 and 1996....................................4

                  Consolidated Statements of Cash Flows for the
                  Six months ended July 31, 1997 and 1996...................5

                  Notes to the Consolidated Financial Statements............6

Item 2.           Management's Discussion and Analysis or
                  Plan of Operation ........................................7



                           PART II. OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K.........................12

                  Signatures ..............................................12

                                       1

<PAGE>



PART I. FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                                     JULY 31,       JANUARY 31,
                                                       1997            1997
                                                    (UNAUDITED)      (AUDITED)
                                                   ------------    ------------
Current assets:
     Cash and cash equivalents                     $     5,555     $     7,519
                                                                 
     Accounts receivable, net                              365             366
                                                                 
     Notes receivable - current maturities                  25              26
                                                                 
     Inventories                                         3,456           3,202
                                                                 
     Prepaid and other current assets                      604             465
                                                   ------------    ------------
     Total current assets                               10,005          11,578
                                                                 
                                                                 
Investment and long-term receivables:                             
                                                                 
     Investment in partnership                              13              13
                                                                 
     Notes receivable, less current maturities              94              96
                                                   ------------    ------------
                                                                 
     Total investment and long-term receivables            107             109
                                                                 
                                                                 
Property & equipment, net                               13,220           9,971
                                                                  
Intangible assets, less accumulated amortization            96             101 
     of $ 114 at July 31, 1997 and $ 108 at 
     January 31, 1997                           

Goodwill, less accumulated amortization of $19 at                 
     July 31, 1997                                         844              --
                                                                  
                                                                  
Deferred registration costs                                 --              84
                                                   ------------    ------------
     Total assets                                       24,272          21,843
                                                   ============    ============
                                                                         
                                                                          
          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                                     JULY 31,       JANUARY 31,
                                                       1997             1997
                                                    (UNAUDITED)      (AUDITED)
                                                   ------------    ------------
                                                                 
Current liabilities:                                             
     Short-term borrowing, bank                            427              --
                                                                 
     Accounts payable and accrued liabilities            1,670           1,597
                                                                 
     Long-term debt, current maturities                    734             576
                                                                 
     Income taxes payable                                  220             145
                                                   ------------    ------------
     Total current liabilities                           3,051           2,318
                                                                 
Deferred income taxes                                       74              43
                                                                 
Long-term debt, less current maturities                  7,302           6,118
                                                   ------------    ------------
     Total liabilities                                  10,427           8,479
                                                                 
Minority interest                                           --             206
                                                                 
Stockholders' equity                                             
     Common stock, $.001 par value; authorized               4               4
     100,000,000 shares; issued and outstanding                  
     4,384,848 shares                                            
                                                                 
     Additional paid-in capital                         11,604          11,604
                                                                 
     Retained earnings                                   2,237           1,550
                                                   ------------    ------------
     Total stockholders' equity                         13,845          13,158
                                                                 
                                                   ------------    ------------
     Total liabilities and stockholders' equity    $    24,272     $    21,843
                                                   ============    ============
                                                                
          See accompanying notes to consolidated financial statements.

                                        3

<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<S> <C>
                                               SIX MONTHS ENDED               THREE MONTHS ENDED
                                         ---------------------------     ---------------------------

                                            JULY 31,       JULY 31,         JULY 31,       JULY 31,
                                              1997           1996             1997           1996
                                          (UNAUDITED)    (UNAUDITED)      (UNAUDITED)    (UNAUDITED)
                                         ------------   ------------     ------------   ------------
                                                                                                
Gross sales                              $    14,635    $    12,837      $     7,953    $     6,944
                                                                                                
Less discounts on sales                          155            153               78             82
                                         ------------   ------------     ------------   ------------
     Net sales                                14,480         12,684            7,875          6,862
                                                                                               
Cost of goods sold                             9,491          8,453            5,032          4,557
                                         ------------   ------------     ------------   ------------
Gross profit                                   4,989          4,231            2,843          2,305
                                                                                             
General and administrative expenses           (3,372)        (3,063)          (1,804)        (1,584)
                                                                                               
Other income                                      70            314               38            102
                                                                                               
Depreciation and amortization                   (528)          (385)            (310)          (192)
                                         ------------   ------------     ------------   ------------
     Operating income                          1,159          1,097              767            631
                                                                                               
Other non-operating income (expense):                                                          
     Interest income                             145             49               63             25
     Gain on sale of property and                189             11               84             11
     equipment                                                                                            
     Interest expense                           (348)          (332)            (194)          (173)      
                                         ------------   ------------     ------------   ------------
     Total other non-operating                   (14)          (272)             (47)          (137)
     income (expense), net                                                                          
                                         ------------   ------------     ------------   ------------
Income before taxes                            1,145            825              720            494
                                                                                               
Income taxes                                     458            330              288            198
                                         ------------   ------------     ------------   ------------

Net income                               $       687    $       495      $       432    $       296
                                         ============   ============     ============   ============

Weighted average common and common         
     equivalent shares outstanding         4,384,848      3,433,939        4,384,848      3,499,865
                                                                                      

Earnings per common and common           
       equivalent share                  $      0.16    $      0.14      $      0.10    $      0.08
                                         ============   ============     ============   ============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                                          SIX MONTHS ENDED
                                                    ---------------------------

                                                       JULY 31,       JULY 31,
                                                         1997           1996
                                                     (UNAUDITED)    (UNAUDITED)
                                                    ------------   ------------
Cash flows from operating activities:
  Net income                                        $       687    $       495
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                         528            385
      Gain on sale of property and equipment               (189)           (10)
      Deferred income taxes                                  31             -- 
      Changes in operating assets and liabilities          (258)          (160)
                                                    ------------   ------------
        Net cash provided by operating activities           799            710

Cash flows from investing activities:
  Minority Interest in Partnership                           --             13
  Proceeds from sale of assets                              423            154
  Business acquisitions (note 2)                         (4,865)            --
  Purchases of property and equipment, net               (1,371)          (685)
  Disbursements on notes receivable, net                     (3)          (105)
                                                    ------------   ------------
        Net cash used in investing activities            (5,816)          (623)

Cash flows from financing activities:
  Borrowings on debt                                      3,457          3,126
  Payments on debt                                         (404)        (2,310)
  Proceeds from issuance of common stock, net                --            222
  Proceeds from sale of fractional shares of                 
    stock sold in conjunction with stock dividend            --              3
  Dividends paid                                             --            (50)
  Payment of registration costs associated with
    initial public offering of common stock                  --           (237)
                                                    ------------   ------------
        Net cash provided by financing activities         3,053            754

Net (decrease) increase in cash and cash equivalents     (1,964)           841

Cash and cash equivalents at beginning of period          7,519          1,602
                                                    ============   ============
Cash and cash equivalents at end of period                5,555          2,443
                                                    ============   ============
Non-Cash Financing Activities:
  Exchange of property and equipment and note             1,284             --
    payable on sale of partnership investment

          See accompanying notes to consolidated financial statements.

                                       5

<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   The  consolidated  financial  statements  for the six months ended July 31,
     1997  and  July  31,  1996  are  unaudited  and  reflect  all   adjustments
     (consisting only of normal recurring adjustments) which are, in the opinion
     of management,  necessary for a fair presentation of the financial position
     and operating results for the interim periods.  The condensed  consolidated
     financial  statements  should be read in conjunction  with the consolidated
     financial   statements  and  notes  thereto,   together  with  management's
     discussion  and analysis of financial  condition and results of operations,
     contained in the Company's annual report on Form 10-KSB for the fiscal year
     ended January 31, 1997.  Results of operations for interim  periods are not
     necessarily  indicative  of results which may be expected for the year as a
     whole.

2.   Acquisitions.  On April 1, 1997,  the Company  acquired all of the tangible
     and intangible  assets and certain  liabilities of the outdoor  advertising
     division of The  McCarty  Company  (McCarty)  known as Pony Panels for $4.2
     million.  A member of the  Company's  Board of  Directors  is the  majority
     shareholder of The McCarty Company.  The Company paid $1.7 million from the
     proceeds of the initial public offering and financed $2.5 million with bank
     debt.  The bank debt carries a variable rate of interest tied to the bank's
     prime rate  (8.5% at April 30,  1997) and  matures  on April 1, 2007.  Pony
     Panels owns and operates  approximately  750 8-sheet  poster  panels in the
     Albuquerque,  New Mexico  metro  area.  The  Company  also  entered  into a
     non-compete agreement with the former principals of McCarty for a period of
     five years from the date of acquisition.  The acquisition was accounted for
     as a purchase  and  goodwill  is being  amortized  over 20 years  using the
     straight-line method.

                 Assets acquired and liabilities assumed in the
                          acquisition are as follows:

              Accounts receivable                      $    73,941
              Prepaid sign rent                             15,057
              Vehicles and equipment                        63,500
              Signs                                      3,200,000
              Goodwill                                     863,000
              Accounts payable                             (15,498)
                                                       ------------
                                                       $ 4,200,000
                                                       ============

     The  following  proforma  consolidated  results  of  operations  have  been
     prepared as if the  acquisition of Pony Panels occurred on February 1, 1997
     and 1996:

                     (in thousands except per share amounts)

                                                   Six Months Ended
                                                        July 31
                                                   ----------------
                                                   1997        1996
                                                   ----        ----

             Gross sales                        $ 14,542    $ 13,172

             Net income                              673         451

             Earnings per common and
                 common equivalent share        $    .15    $    .13

                                       6
 
<PAGE>

     The proforma  information is presented for informational  purposes only and
     is not  necessarily  indicative of the results of operations  that actually
     would have been achieved had the  acquisition  been  consummated as of that
     time, nor is it intended to be a projection of future results.

     On April 26, 1997, the Company purchased the outdoor  advertising assets of
     General  Outdoor  Advertising  for $240,000 in cash.  The cash was provided
     from proceeds of the Company's  public  offering of stock in December 1996.
     The transaction was accounted for as a purchase.

     On April 29, 1997, the Company purchased the outdoor  advertising assets of
     Mesa  Outdoor  Advertising  for  $150,000 in cash and a note payable to the
     former owner in the amount of $275,000. The cash was provided from proceeds
     of the Company's  public  offering of stock in December  1996.  The note is
     secured by the assets purchased, bears interest at a fixed rate of 9.0% per
     annum and matures on May 1, 2007.  The  transaction  was accounted for as a
     purchase.

3.   Sale of Partnership Investment: On June 16, 1997 the Company liquidated its
     partnership  interest in its Las Cruces real estate investment at a gain of
     approximately  $78,000.  Total proceeds of $180,340 were received on August
     26, 1997.

4.   Available Financing:  On  May 2, 1997, the  Company  secured  an additional
     $1  million  line of  credit  with one of its  existing  lenders.  The line
     carries a variable  interest  rate based on the bank's  prime  lending rate
     (8.5% on May 2,  1997).  The  primary  purpose  of the line of credit is to
     finance future acquisitions of outdoor advertising assets.

5.   As of July 31, 1997, there were  approximately 40 shareholders of record of
     the Company's  common  stock.  Included in the  shareholders  of record are
     approximately 829 beneficial shareholders of the Company's common stock.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

The  following is a  discussion  of the  consolidated  financial  condition  and
results of operations of the Company as of and for the two interim periods ended
July 31, 1997 and 1996. This discussion  should be read in conjunction  with the
Consolidated  Financial  Statements of the Company and the Notes related thereto
included in the  Company's  Form 10-KSB for the fiscal  year ended  January 31,
1997.

The  Company  operates  in two  industry  segments,  travel  centers and outdoor
advertising.  In order to  perform  a  meaningful  evaluation  of the  Company's
performance  in  each of its  operating  segments,  the  Company  has  presented
selected  operating data which  separately sets forth the revenue,  expenses and
operating  income  attributable to each segment , and also separately sets forth
the corporate expenses of the Company which are not properly allocable to either
of the Company's segments for purposes of determining their respective operating
income.  The  discussion  of results of operations  which follows  compares such
selected  operating  data and  corporate  expense  data for the interim  periods
presented.

The forward-looking  statements included in Management's Discussion and Analysis
or Plan of Operation,  which reflect management's best judgment based on factors
currently known,  involve risks and  uncertainties.  Actual results could differ
materially  form those  anticipated  in these  forward-looking  statements  as a
result of a number of  factors,  including  but not  limited to those  discussed
herein.

                                       7

<PAGE>

RESULTS OF OPERATIONS

The following  table presents  certain income and expense items derived from the
Consolidated  Statements  of Income for the six months ended July 31  (unaudited
and amounts in thousands):

                                                                        % INCR/
                                            1997             1996        (DECR)
                                            ----             ----        ------
TRAVEL CENTERS:
  Gross revenues                        $    12,375      $    11,208      10.4%
  Discounts on sales                            155              153       1.3%
                                        ------------     ------------
  Net revenues                               12,220           11,055      10.5%
  Cost of sales                               8,247            7,422      11.1%
                                        ------------     ------------
                                              3,973            3,633       9.4%
  General and administrative expenses         2,776            2,615       6.2%
  Depreciation and amortization                 207              176      17.6%
                                        ------------     ------------
  Operating income                              990              842      17.6%
                                                                 
OUTDOOR ADVERTISING:
  Revenues                                    2,260            1,629      38.7%
  Operating expenses:
  Direct operating expenses                   1,244            1,031      20.7%
  General and administrative expenses           354              208      70.2%
  Depreciation and amortization                 252              133      89.5%
                                        ------------     ------------
  Operating income                              410              257      59.5%
                                                
CORPORATE AND OTHER:
  General and administrative expenses          (242)            (240)      1.0%
  Depreciation and amortization                 (69)             (76)     (9.2%)
  Interest expense                             (348)            (332)      4.8%
  Other income, net                             404              374       8.0%
                                        ------------     ------------

INCOME BEFORE TAXES                           1,145              825      38.8%

INCOME TAXES                                    458              330      38.8%
                                        ------------     ------------

NET INCOME                              $       687      $       495      38.8%
                                        ============     ============



COMPARISON OF THE SIX MONTHS ENDED JULY 31, 1997 AND JULY 31, 1996

TRAVEL CENTERS.  Gross revenues at the Company's travel centers  increased 10.4%
to $12.375  million for the six months ended July 31, 1997 from $11.208  million
for the six months ended July 31, 1996. This increase is primarily  attributable
to increased retail and wholesale  gasoline sales which increased  $897,235,  or
15.4%,  for the six months  ended July 31,  1997,  as compared to the six months
ended July 31, 1996.  Merchandise  sales rose $290,000 to $3.911 million for the
six months ended July 31,1997 from $3.621  million for the six months ended July
31, 1996. Restaurant sales, changing little,  decreased to $1.744 million in the
six months ended July 31,1997 from $1.764 in the six months ended July 31,1996.

                                       8

<PAGE>

Cost of goods sold for the travel centers  increased 11.1% to $8.247 million for
the six months ended July 31, 1997 from $7.422  million for the six months ended
July 31, 1996,  primarily as result of increased  retail  gasoline sales and the
addition of its wholesale gasoline operations.

General and  administrative  expenses  for travel  centers  consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and  maintenance.  General and  administrative  expenses for the travel  centers
increased  to $2.776  million for the six months ended July 31, 1997 from $2.615
million for the six months ended July 31, 1996.

Depreciation and amortization  expense increased to $ 207,000 for the six months
ended July 31, 1997 as compared  to $176,000  for the six months  ended July 31,
1996. The increase is attributable to additions to depreciable assets during the
current interim period.

The above factors  contributed to an overall increase in travel center operating
income of 17.6% to $990,000 for the six months ended July 31,1997 from  $842,000
for the six months ended July 31, 1996. This increase is primarily  attributable
to the rise in retail  gasoline sales and wholesale  distribution of CITGO brand
petroleum.

OUTDOOR ADVERTISING.  Revenues from the Company's outdoor advertising  increased
38.7% to $2.26  million  for the six  months  ended  July 31,  1997 from  $1.629
million for the six months  ended July 31,  1996.  The  increase  was  primarily
attributable to increased usage of available sign inventory,  increases in rates
and the  assimilation  of the Company's  acquisition of the outdoor  advertising
assets of The McCarty  Company (known as Pony Panels) which was effective  April
1, 1997.  First six  months'  billing  revenues  from the  acquired  assets were
approximately $240,000.

Operating  expenses related to outdoor  advertising  consist of direct operating
expenses,  which include rental  payments to property owners for the use of land
on which  advertising  displays  are  located,  production  expenses and selling
expenses. Production expenses include salaries for operations personnel and real
estate representatives, property taxes, materials and repairs and maintenance of
advertising  displays.  Selling  expenses  consist  primarily  of  salaries  and
commissions  for  salespersons  and travel and  entertainment  related to sales.
Direct  operating  costs increased 20.7% to $1.244 for the six months ended July
31, 1997 from $1.031 for the six months ended July 31, 1996,  principally due to
the addition of production personnel, the assimilation of direct operating costs
associated  with the Pony Panels  acquisition  and  increased  costs  related to
repairs and maintenance of existing advertising displays.

General and administrative  expenses for outdoor advertising consist of salaries
and wages for administrative personnel,  insurance, legal fees, association dues
and  subscriptions   and  other  indirect   operating   expenses.   General  and
administrative   expenses,  as  a  result  of  higher  administrative  salaries,
increased 70.2% to $354,000 for the six months ended July 31, 1997 from $208,000
for the six months ended July 31, 1996.

Depreciation  and amortization  expense  increased 89.5% to $252,000 for the six
months ended July 31, 1997 from $133,000 for the six months ended July 31, 1996.
The increase is attributable to scheduled depreciation of additional advertising
display  structures and machinery and equipment.  In addition,  depreciation and
amortization expense increased as a result of the $88,000 of depreciation of the
value assigned to  advertising  display  structures  acquired in the Pony Panels
acquisition and the amortization of the related goodwill.

                                       9

<PAGE>

The above factors contributed to the increase in outdoor  advertising  operating
income of 59.5% to $410,000 for the six months ended July 31, 1997 from $257,000
for the six months ended July 31, 1996. In addition,  earnings before  interest,
taxes,  depreciation and amortization (EBITDA) for outdoor advertising increased
69.7% to $662,000 for the six months  ended July 31, 1997 from  $390,000 for the
six  months  ended July 31,  1996.  The EBITDA  margin for  outdoor  advertising
increased  to 29.3% for the six months  ended July 31, 1997 as compared to 23.9%
for the six months ended July 31, 1996.

CORPORATE AND OTHER. General and administrative expenses for corporate and other
operations  of the Company  consist  primarily of executive  and  administrative
compensation  and  benefits,  accounting,  legal and  investor  relations  fees.
General and  administrative  expenses increased slightly to $242,000 for the six
months ended July 31, 1997 as compared to $240,000 for the six months ended July
31, 1996.

Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture and fixtures  related  thereto and its  subsidiary.  Depreciation  and
amortization  expenses  decreased  to $69,000 for the six months  ended July 31,
1997 as compared to $76,000 for the six months ended July 31, 1996.

Interest  expense  increased  slightly to $348,000 for the six months ended July
31, 1997 as compared to $332,000 for the six months ended July 31, 1996.

Other income,  net,  primarily includes operating revenues and expenses from the
Company's  subsidiary,  farm  income and gains  and/or  losses from the sales of
assets.  Other income,  net, increased 8.0% to $404,000 for the six months ended
July 31, 1997 as compared to $374,000 for the six months ended July 31, 1996.

Income before taxes  increased 38.8% to $1.145 for the six months ended July 31,
1997 as  compared  to  $825,000  for the six months  ended July 31,  1996.  As a
percentage of gross revenues,  income before taxes increased to 7.8% for the six
months ended July 31, 1997 as compared to 6.4% for the six months ended July 31,
1996.

Income taxes were $458,000 for the six months ended July 31, 1997 as compared to
$330,000  for the six months  ended July 31,  1996,  as result of higher  pretax
income.

The foregoing  factors  contributed to the Company's  increase in net income for
the six months  ended July 31, 1997 of $687,000 as compared to $495,000  for the
six months ended July 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

At July 31,  1997,  the  Company  had  working  capital of $6.954  million and a
current  ratio of 3.3:1,  compared  to  working  capital of $9.3  million  and a
current  ratio of 5.0:1 at January 31,  1997.  Net cash  provided  by  operating
activities  was  $799,000  for the six months ended July 31, 1997 as compared to
cash provided by operating  activities of $710,000 for the six months ended July
31,  1996.  This  increase  is  primarily   attributable  to  depreciation   and
amortization  expenses from acquisitions made during the first quarter and which
have no effect on the use of cash.  Net cash used for investing  activities  for
the six months ended July 31, 1997 was $5.816 million, of which $4.2 million was
used in the purchase of the outdoor  advertising assets of Pony Panels. On April
26,  1997  and  April  29,  1997,  the  Company  purchased  all of  the  outdoor
advertising assets of General Outdoor  Advertising and Mesa Outdoor  Advertising
for $240,000 and $425,000, respectively. In addition, approximately $300,000 was
used  for the  purchase  of land for the  construction  of a new  travel  center
complex.  For the six months  ended July 31, 1996,  net cash used for  investing
activities was $623,000.  Net cash provided by financing  activities for the six
months  ended July 31, 1997 was $3.053  million as compared to $754,000  for the
six months  ended July 31,  1996.  The  majority  of such cash was  utilized  to
finance the  outdoor  advertising  acquisitions  previously  noted.  The Company
incurred  indebtedness  in the  amount  of  $2.5  million  for the  Pony  Panels
acquisition and $275,000 for the Mesa acquisition.

                                       10

<PAGE>

On April 26,  1997,  the Company  purchased  the outdoor  advertising  assets of
General  Outdoor  Advertising  for $240,000 in cash.  The cash was provided from
proceeds of the Company's  initial  public  offering  ("IPO") of common stock in
December 1996.

On April 29, 1997, the Company purchased the outdoor  advertising assets of Mesa
Outdoor  Advertising for $150,000 in cash and a note payable to the former owner
in the amount of $275,000.  The cash was provided from proceeds of the Company's
IPO. The note is secured by the assets purchased, bears interest at a fixed rate
of 9.0% per annum and matures on May 1, 2007.

On May 2, 1997, the Company secured an additional $1 million line of credit with
one of its existing lenders. The line of credit carries a variable interest rate
based on the bank's  prime  lending  rate  (8.5% on May 2,  1997).  The  primary
purpose  of the line of credit is to  finance  future  acquisitions  of  outdoor
advertising assets.

The Company is currently  negotiating  with one of its primary lenders to secure
additional lines of credit at amounts greater than its current  capacities.  The
Company  believes  that the  remaining  net  proceeds  from the IPO,  internally
generated  funds and funds  available  under  current and future lines of credit
will be  sufficient  to satisfy  all debt  service  obligations  and finance its
current  operations and anticipated  capital  expenditures for at least the next
twelve months.

Although  the Company  does not have any  agreements  in place,  it is currently
negotiating with an independent party for the acquisition of outdoor advertising
assets and one independent  party for the purchase of three travel centers.  The
Company  does not believe  that any of these  acquisitions  are probable and the
Company  has not  executed  a letter of intent or other  agreement,  binding  or
non-binding, to make such acquisitions. Any such acquisition would be subject to
the negotiation and execution of definitive  agreements,  appropriate  financing
arrangements,  performance of due diligence,  approval of the Company's Board of
Directors,  receipt by the Company of unqualified audited financial  statements,
and the satisfaction of other customary  closing  conditions.  The Company would
likely finance any such  acquisitions  with cash,  additional  indebtedness or a
combination  of the two. To the extent that any such  acquisition  would be paid
for by the  Company in cash,  the Company  could  decide to use a portion of the
remaining net proceeds from the IPO, use funds from its ongoing operations, seek
additional  financing  from a  commercial  lender  or  some  combination  of the
foregoing.   Any  commercial   financing  obtained  for  purposes  of  acquiring
additional  assets is likely to impose certain  financial and other  restrictive
covenants upon the Company and increase the Company's interest expense.

                                       11

<PAGE>



PART II - OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

         (a).     Exhibit No.         Exhibit Name
                  -----------         ------------
                     10.43            Promissory Note, dated as of May 2, 1997,
                                      payable by the Registrant to Norwest Bank
                                      in the aggregate principal amount of
                                      $1,000,000

                     27               Financial Data Schedule

         (b).     The Company  filed  a Form  8-K on May 1,  1997 to  report its
                  acquisition of the outdoor  advertising assets of Pony Panels.
                  No financial statements were required to be filed.

SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Date:             September 15, 1997

                               BOWLIN
                               Outdoor Advertising & Travel Centers Incorporated

                               /s/ Michael L. Bowlin
                               ---------------------
                               Michael L. Bowlin, Chairman of the Board,
                               President and Chief Executive Officer

                               /s/ H. Eric Peitz
                               ---------------------
                               H. Eric Peitz, Chief Financial Officer
                               (Principal Financial and Accounting Officer)

                                       12