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 October 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 December 15,  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
                  October 31, 1997 and January 31, 1997.....................2

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

                  Consolidated Statements of Cash Flows for the
                  Nine Months Ended October 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)

                                                    October 31,     January 31,
                                                        1997            1997
                                                    (Unaudited)      (Audited)
                                                    -----------     -----------
Current assets:
    Cash and cash equivalents                       $     4,757     $     7,519
    
    Accounts receivable, net                                419             366

    Notes receivable - current maturities                    27              26

    Inventories                                           3,618           3,202
 
    Prepaid and other current assets                        415             465
                                                    -----------     -----------

    Total current assets                                  9,236          11,578


Investment and long-term receivables:

    Investment in partnership                                13              13

    Notes receivable, less current maturities                91              96
                                                    -----------     -----------

    Total investment and long-term receivables              104             109


Property & equipment, net                                13,667           9,971

Intangible assets, less accumulated amortization 
of $ 115 at October 31, 1997 and $ 108 at 
January 31, 1997                                             94             101

Goodwill, less accumulated amortization of $34 at
    October 31, 1997                                        829               -


Deferred registration costs                                   -              84
                                                    -----------     -----------
      Total assets                                  $    23,930     $    21,843
                                                    ===========     ===========


          See accompanying notes to consolidated financial statements.




<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           Consolidated Balance Sheets
                      Liabilities and Stockholders' Equity
                        (In thousands, except share data)


                                                    October 31,     January 31,
                                                       1997             1997
                                                    (Unaudited)      (Audited)
                                                    -----------     -----------

Current liabilities:
    Short-term borrowing, bank                      $       500     $         -

    Accounts payable and accrued liabilities              1,355           1,597

    Long-term debt, current maturities                      693             576

    Income taxes payable                                     56             145
                                                    -----------     -----------

    Total current liabilities                             2,604           2,318

Deferred income taxes                                        93              43

Long-term debt, less current maturities                   7,129           6,118
                                                    -----------     -----------

    Total liabilities                                     9,822           8,479

Minority interest                                             -             206

Stockholders' equity
    Common stock, $.001 par value; authorized 
    100,000,000 shares; issued and outstanding 
    4,384,848 shares                                          4               4

    Additional paid-in capital                           11,604          11,604

    Retained earnings                                     2,496           1,550

                                                    -----------     -----------
    Total stockholders' equity                           14,104          13,158

                                                    -----------     -----------
    Total liabilities and stockholders' equity      $    23,930     $    21,843
                                                    ===========     ===========


          See accompanying notes to consolidated financial statements.




<PAGE>




                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                        Consolidated Statements of Income
                 (In thousands, except share and per share data)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                            Three Months Ended                  Nine Months Ended
                                       ----------------------------       ----------------------------

                                         Oct 31,          Oct 31,           Oct 31,          Oct 31,
                                           1997             1996              1997            1996
                                       (Unaudited)      (Unaudited)       (Unaudited)      (Unaudited)
                                       -----------      -----------       -----------      -----------
                                                        

Gross sales                            $     6,728      $     6,355       $    21,362      $    19,191

Less discounts on sales                         66               75               221              228
                                       -----------      -----------       -----------      -----------
                                                         
       Net sales                             6,662            6,280            21,141           18,963

Cost of goods sold                           4,230            4,292            13,720           12,746
                                       -----------      -----------       -----------      -----------
                                             2,432            1,988             7,421            6,217
       Gross profit                                                
                                                                                               

General and administrative expenses         (1,616)          (1,467)           (4,988)          (4,530)

Other income                                     8              168                78              464

 Depreciation and amortization                (305)            (208)             (833)            (593)
                                       -----------      -----------       -----------      -----------
       Operating income
                                               519              481             1,678            1,558

Other non-operating income (expense):
       Interest income                          71               13               216               81

       Gain on sale of property and
       equipment                                 -                -               189               11

       Interest expense                       (186)            (175)             (534)            (507)
                                       -----------      -----------       -----------      -----------
       Total other non-operating
       income (expense), net                  (115)            (162)             (129)            (415)

                                       -----------      -----------       -----------      -----------
Income before taxes                            404              319             1,549            1,143

Income taxes                                   146              127               604              457

                                       -----------      -----------       -----------      -----------
                                                          
Net income                             $       258      $       192       $       945      $       686
                                       ===========      ===========       ===========      ===========
                                                          

Weighted average common and common
    equivalent shares outstanding        4,384,848        3,496,781         4,384,848        3,452,991
                                                                                     

Earnings per common and common
    equivalent share                   $      0.06      $      0.06       $      0.22      $      0.20
                                       ===========      ===========       ===========      ===========

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                   Nine Months Ended
                                                                             ------------------------------

                                                                             October 31,        October 31,
                                                                                 1997               1996
                                                                             (Unaudited)        (Unaudited)
                                                                             -----------        -----------
Cash flows from operating activities:
      Net income                                                             $       945        $       686
      Adjustments to reconcile net income to net cash provided by operating
         activities:
             Depreciation and amortization                                           833                593
             Gain on sale of property and equipment                                 (189)               (11)
             Deferred income taxes                                                    50                  -
             Changes in operating assets and                                        (764)              (807)
             liabilities                                                     -----------        -----------

                       Net cash provided by operating activities                     875                461

Cash flows from investing activities:
      Minority Interest in Partnership                                                 -                 13
      Proceeds from sale of assets                                                   423                  -
      Business acquisitions (note 2)                                              (4,865)                 -
      Purchases of property and equipment, net                                    (2,110)            (1,218)
      Proceeds (disbursements) on notes receivable, net                                4                (37)
                                                                             -----------        -----------

                   Net cash used in investing activities                          (6,548)            (1,242)

Cash flows from financing activities:
      Borrowings on debt                                                           3,532              5,533
      Payments on debt                                                              (621)            (4,043)
      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                                                                -                (51)
      Payment of   registration costs associated with initial
           public offering of common stock                                             -               (342)

                                                                             -----------        -----------
                   Net cash provided by financing activities                       2,911              1,322

Net (decrease) increase in cash and cash equivalents                              (2,762)               541

Cash and cash equivalents at beginning of period                                   7,519              1,602
                                                                             ===========        ===========
Cash and cash equivalents at end of period                                         4,757              2,143
                                                                             ===========        ===========

Non-Cash Financing Activities:
      Exchange of property and equipment and note payable                          1,284                  -
      on sale of partnership investment

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


                                                         
                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.   The consolidated financial statements for the nine months ended October 31,
     1997 and  October  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)

                                                        Nine Months Ended
                                                            October 31
                                                        1997         1996
                                                        ----         ----

                  Gross sales                       $ 21,474     $ 19,389
                                              
                  Net income                             931          675
                                              
                  Earnings per common and       
                      common equivalent share       $    .21     $    .20
                  


     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.   Subsequent  Events:  On November 25, 1997 the Company entered into a credit
     agreement with one of its existing lenders for the following: 1) a facility
     line, which is a multiple advance line, in the amount of $8,000,000 to fund
     acquisition  of existing  travel  centers,  or  construction  of new travel
     centers,  and the purchase of related  equipment;  2) a leasing line in the
     amount of $2,000,000;  and 3) a working  capital open line in the amount of
     $500,000.  This  agreement  carries a variable  interest  rate based on the
     bank's prime lending rate, 8.5%

     On  December  9,  1997,  the  Company  acquired  all  of the  tangible  and
     intangible   assets  of  Sweezy  Outdoor   Advertising  Inc.  (Sweezy)  for
     $1,655,000.  The consideration  paid was funded by proceeds from the IPO of
     $655,000 and $1,000,000 of bank debt. The bank debt was provided by Norwest
     Bank N.A. at the bank's  prevailing prime rate (8.5% at closing).  The bank
     debt is subject  to  certain  financial  and other  restrictive  covenants.
     Sweezy owned and operated  sixty-eight  14' x 48' bulletin faces in central
     Texas.  The Company  also  entered into a  non-compete  agreement  with the
     former principals of Sweezy for annual installments of $40,000 per year for
     a period of ten years from the date of acquisition.


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 three  interim  periods
ended October 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  from those  anticipated  in these  forward-looking  statements  as a
result of a number of  factors,  including  but not  limited to those  discussed
herein.

Results of Operations

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

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                      % Incr/
                                               1997                 1996               (Decr)
                                               ----                 ----               ------
Travel centers:
      Gross revenues                       $    17,835           $   16,668              7.0%   
      Discounts on sales                           221                  228            (3.1)%
                                           -----------           ----------
      Net revenues                              17,614               16,440              7.1%
      Cost of sales                             11,814               11,165              5.8% 
                                           -----------           ----------
                                                 5,800                5,275              9.9%
      General and administrative expenses        4,092                3,867              5.8%
                                                    
      Depreciation and amortization                318                  282             12.7%
                                           -----------           ----------
      Operating income                           1,390                1,126             23.4%
                                                    
Outdoor advertising:
      Revenues                                   3,527                2,523             39.7%                              
                                                                               
      Operating expenses:                        
      Direct operating expenses                  1,906                1,581             20.5% 
                                                                                              
      General and administrative expenses          538                  307             75.2%                                      
                                                                               
      Depreciation and amortization                419                  204            105.3%
                                           -----------           ----------          
      Operating income                             664                  431             54.0%
                                                      
Corporate and other:
      General and administrative expenses         (358)                (356)             0.5%
                                                    
      Depreciation and amortization                (96)                (107)          (10.2)%
      Interest expense                            (534)                (507)             5.3%
                                                    
      Other income, net                            483                  556           (13.1)%
                                           -----------           ----------
                                                                          

Income before taxes                              1,549                1,143             35.5%
                                                    
Income taxes                                       604                  457             32.2%
                                           -----------           ----------

Net income                                 $       945           $      686             37.8%
                                           ===========           ==========

</TABLE>


<PAGE>


Comparison of the Nine Months Ended October 31, 1997 and October 31, 1996

Travel Centers. Gross revenues at the Company's travel centers increased 7.0% to
$17.835  million for the nine months ended October 31, 1997 from $16.668 million
for the  nine  months  ended  October  31,  1996.  This  increase  is  primarily
attributable  to increased  retail and wholesale  gasoline sales which increased
$959,241,  or 10.9%,  for the nine months ended October 31, 1997, as compared to
the nine months  ended  October 31, 1996.  Merchandise  sales are flat at $5.329
million for the nine months ended October  31,1997 as compared to $5.334 million
for the nine months ended October 31, 1996.  Restaurant sales,  changing little,
decreased to $2.457 million in the nine months ended October 31,1997 from $2.557
million in the nine months ended October 31,1996.

Cost of goods sold for the travel centers  increased 5.8% to $11.814 million for
the nine months ended October 31, 1997 from $11.165  million for the nine months
ended October 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 $4.092  million  for the nine months  ended  October 31, 1997 from
$3.867 million for the nine months ended October 31, 1996.

Depreciation and amortization  expense increased to $318,000 for the nine months
ended October 31, 1997 as compared to $282,000 for the nine months ended October
31, 1996. The increase is attributable to additions to depreciable assets during
the current interim periods.

The above factors  contributed to an overall increase in travel center operating
income of 23.4% to $1.390 million for the nine months ended October 31,1997 from
$1.126  million for the nine months  ended  October 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
39.7% to $3.527  million for the nine months ended  October 31, 1997 from $2.523
million for the nine months ended  October 31, 1996.  The increase was primarily
attributable to increased usage of available sign inventory,  increases in rates
and  the  assimilation  of the  Company's  acquisitions  including  the  outdoor
advertising  assets of The  McCarty  Company  (known as Pony  Panels)  which was
effective April 1, 1997.  First nine months' billing  revenues from the acquired
assets were approximately $377,000.

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  20.5% to $1.906 million for the nine months
ended October 31, 1997 from $1.581 million for the nine months ended October 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  75.2% to  $538,000  for the nine months  ended  October 31, 1997 from
$307,000 for the nine months ended October 31, 1996.

Depreciation and amortization  expense increased 105.3% to $419,000 for the nine
months ended  October 31, 1997 from  $204,000 for the nine months ended  October
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 $165,000 of
depreciation of the advertising  display structures  acquired in the Pony Panels
acquisition and the amortization of goodwill.

The above factors contributed to the increase in outdoor  advertising  operating
income of 54.0% to  $664,000  for the nine  months  ended  October 31, 1997 from
$431,000 for the nine months  ended  October 31,  1996.  In  addition,  earnings
before  interest,  taxes,  depreciation  and  amortization  (EBITDA) for outdoor
advertising  increased 70.6% to $1.083 million for the nine months ended October
31, 1997 from  $635,000 for the nine months ended  October 31, 1996.  The EBITDA
margin for outdoor  advertising  increased  to 30.7% for the nine  months  ended
October 31, 1997 as  compared  to 25.1% for the nine  months  ended  October 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 $358,000 for the nine
months ended  October 31, 1997 as compared to $356,000 for the nine months ended
October 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 former  subsidiary.  Depreciation
and amortization expenses decreased to $96,000 for the nine months ended October
31, 1997 as compared to $107,000 for the nine months ended October 31, 1996.

Interest  expense  increased  slightly  to $534,000  for the nine  months  ended
October 31, 1997 as compared to $507,000 for the nine months  ended  October 31,
1996.

Other income,  net,  primarily includes operating revenues and expenses from the
Company's former subsidiary,  farm income and gains and/or losses from the sales
of assets.  Other income,  net,  decreased 13.1% to $483,000 for the nine months
ended October 31, 1997 as compared to $556,000 for the nine months ended October
31, 1996.

Income before taxes  increased 35.5% to $1.549 million for the nine months ended
October 31, 1997 as compared to $1.143 million for the nine months ended October
31, 1996. As a percentage of gross  revenues,  income before taxes  increased to
7.2% for the nine months ended October 31, 1997 as compared to 5.9% for the nine
months ended October 31, 1996.

Income  taxes were  $604,000  for the nine  months  ended  October  31,  1997 as
compared to $457,000 for the nine months ended  October 31, 1996,  as the result
of higher pretax income.

The foregoing  factors  contributed to the Company's  increase in net income for
the nine months  ended  October 31, 1997 to $945,000 as compared to $686,000 for
the nine months ended October 31, 1996.

Liquidity and Capital Resources

At October 31,  1997,  the Company had working  capital of $6.632  million and a
current  ratio of 3.5:1,  compared  to working  capital of $9.260  million and a
current  ratio of 5.0:1 at January 31,  1997.  Net cash  provided  by  operating
activities  was $875,000 for the nine months ended  October 31, 1997 as compared
to net cash  provided by  operating  activities  of $461,000 for the nine months
ended October 31, 1996. This increase is primarily  attributable to increases in
net  income  and  increased   depreciation   and   amortization   expenses  from
acquisitions  made during the year.  Net cash used for investing  activities for
the nine months ended October 31, 1997 was $6.548 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 nine months ended October 31, 1996, net cash used for investing
activities was $1.242 million. Net cash provided by financing activities for the
nine months  ended  October  31,  1997 was $2.911  million as compared to $1.322
million for the nine months ended  October 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.

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.

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. 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.



<PAGE>



PART II - OTHER INFORMATION

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

    (a).   Exhibit No.  Exhibit  Name  
           -----------  -------------
               2.2      Purchase   Agreement  dated  December 9, 1997 between 
                        the  Registrant  and Sweezy Outdoor  Advertising, Inc.
                                                                                
              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
                                                                                
              10.44     Credit  Agreement  with  First  Security  Bank,  dated 
                        as of  November 25,  1997,  granting  the  Registrant  
                        funds in the aggregate principal amount of $10,500,000
                                              
                 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:             December 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/ Nina J. Pratz
                               Nina J. Pratz, Chief Financial Officer
                               (Principal Financial and Accounting Officer)