United States Securities and Exchange Commission
                             Washington, D.C. 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 October 31, 2000

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


                         Commission File Number 0-21451

            BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
             (Exact name of registrant 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 13,  2000,  4,573,348  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, 2000 and January 31, 2000...............................2

         Consolidated Statements of Income
         for the Three and Nine Months Ended
         October 31, 2000 and 1999...........................................4

         Consolidated Statement of Stockholders'
         Equity for the Nine Months Ended October 31, 2000...................5

         Consolidated Statements of Cash Flows for the
         Nine Months Ended October 31, 2000 and 1999.........................6

         Notes to the Consolidated Financial Statements......................8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations................................10

Item 3.  Quantitative and Qualitative Disclosures About
         Market Risk........................................................15

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..................................................15

Item 2.  Changes in Securities and Use of Proceeds .........................15

Item 3.  Defaults Upon Senior Securities....................................15

Item 4.  Submission of Matters to a Vote of Security Holders................16

Item 5.  Other Information..................................................16

Item 6.  Exhibits and Reports on Form 8-K...................................16

         Signatures.........................................................16

                                       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,
                                                         2000          2000
                                                      (Unaudited)
                                                      -----------   -----------
Current assets:
   Cash and cash equivalents                          $     3,324   $     1,559
   Accounts receivable, Outdoor Advertising, net              675           595
   Accounts receivable, other                                 446           559
   Accounts receivable, related parties                        75           122
   Inventories                                              3,507         3,534
   Prepaid expenses and other current assets                  881           693
   Income taxes                                               234           849
   Notes receivable, related parties                           24            14
                                                      -----------   -----------

   Total current assets                                     9,166         7,925



Property & equipment, net                                  29,787        30,556

Intangible assets, net                                      1,791         2,024

Other assets                                                  471           276
                                                      -----------   -----------

   Total assets                                       $    41,215   $    40,781
                                                      ===========   ===========




                                                                     (Continued)





                                       2
<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,
                                                         2000          2000
                                                      (Unaudited)
                                                      -----------   -----------

Current liabilities:

   Short-term borrowings, bank                        $       907   $       242
   Accounts payable                                         1,491         1,417
   Current installments of long-term debt                   1,663         1,503
   Accrued liabilities                                        471           455
   Deferred income                                            200           142
                                                      -----------   -----------

   Total current liabilities                                4,732         3,759

Deferred income taxes                                         982           898

Long-term debt, less current installments                  19,641        20,886
                                                      -----------   -----------

   Total liabilities                                       25,355        25,543


Stockholders' equity:
   Common stock, $.001 par value; authorized
     100,000,000 shares; issued and outstanding
     4,475,348 and 4,384,848 shares                             4             4

   Additional paid-in capital                              11,983        11,604

   Retained earnings                                        3,873         3,630

                                                      -----------   -----------
   Total stockholders' equity                              15,860        15,238

                                                      -----------   -----------
   Total liabilities and stockholders' equity         $    41,215   $    40,781
                                                      ===========   ===========


          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>
<CAPTION>
                                                THREE MONTHS ENDED                       NINE MONTHS ENDED
                                           OCTOBER 31,       OCTOBER 31,           OCTOBER 31,      OCTOBER 31,
                                              2000               1999                  2000             1999
                                           (Unaudited)       (Unaudited)           (Unaudited)      (Unaudited)
                                           -----------       -----------           -----------      -----------

<S>                                        <C>               <C>                   <C>              <C>
Gross sales                                $     2,253       $     1,981           $     6,514      $     5,818
Operating expenses:
     Direct operating expenses                   1,057               918                 3,024            2,631
     General and administrative expenses           245               230                   705              665
     Depreciation and amortization                 511               462                 1,488            1,308
     Management fee expense                         58                52                   161              155
                                           -----------       -----------           -----------      -----------
     Operating income                              382               319                 1,136            1,059

Non-operating income (expense):
     Gain (loss) on sale of property
     and equipment                                 (15)               (2)                  (15)               6
     Interest expense                             (405)             (339)               (1,163)            (955)
                                           -----------       -----------           -----------      -----------
    Total non-operating income (expense)          (420)             (341)               (1,178)            (949)


Income (loss) from continuing operations
     before income taxes                           (38)              (22)                  (42)             110
Income tax (benefit) from continuing
     operations                                     (6)               (6)                   (5)              49
                                           -----------       -----------           -----------      -----------
Income (loss) from continuing operations           (32)              (16)                  (37)              61

Income (loss) from discontinued operations
     (net of income taxes)                         (72)              275                   280              665
                                           -----------       -----------           -----------      -----------
Net income (loss)                          $      (104)      $       259           $       243      $       726
                                           ===========       ===========           ===========      ===========


Weighted average common shares               4,400,041         4,384,848             4,390,312        4,384,848

Potential dilutive common shares             4,400,041         4,384,848             4,390,312        4,384,848

Basic (loss) earnings per share:
     Continuing operations                 $     (0.00)      $     (0.00)          $     (0.01)     $      0.02
     Discontinued operations                     (0.02)             0.06                  0.06             0.15
                                           -----------       -----------           -----------      -----------
     Basic (loss) earnings per share       $     (0.02)      $      0.06           $      0.05      $      0.17
                                           ===========       ===========           ===========      ===========

Diluted (loss) earnings per share:
     Continuing operations                 $     (0.00)      $     (0.00)          $     (0.01)     $      0.02
     Discontinued operations                     (0.02)             0.06                  0.06             0.15
                                           -----------       -----------           -----------      -----------
     Diluted (loss) earnings per share     $     (0.02)      $      0.06           $      0.05      $      0.17
                                           ===========       ===========           ===========      ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                          FOR THE NINE MONTHS ENDED OCTOBER 31, 2000
                                                         (UNAUDITED)
                                  --------------------------------------------------------

                                               COMMON    ADDITIONAL
                                    NUMBER     STOCK,     PAID-IN     RETAINED
                                  OF SHARES    AT PAR     CAPITAL     EARNINGS     TOTAL
                                  ---------   --------   ----------   --------   ---------
<S>                               <C>         <C>        <C>          <C>        <C>
Balance at January 31, 2000       4,384,848   $      4   $   11,604   $  3,630   $  15,238

Stock option exercises               90,500                     362                    362

Stock based compensation                                         17                     17

Net income                                                                 243         243
                                  --------------------------------------------------------
Balance at October 31, 2000       4,475,348   $      4   $   11,983   $  3,873   $  15,860
                                  ========================================================
</TABLE>





















          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>
                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                         FOR THE NINE MONTHS ENDED
                                                                      -------------------------------
                                                                      OCTOBER 31           OCTOBER 31
                                                                         2000                 1999
                                                                      (Unaudited)          (Unaudited)
                                                                      -----------          -----------
<S>                                                                   <C>                  <C>
Cash flows from operating activities:
   Net income                                                         $       243          $       726
   Adjustments to reconcile net income to
      net cash provided by operating activities:
          Depreciation and amortization                                     2,077                1,848
          Amortization of loan fees                                           132                  140
          Provision for bad debts                                              55                   27
          Loss on abandonment of property                                      29                   --
          Gain from insurance proceeds                                         --                 (759)
          Gain on sales of property and equipment                            (120)                 (17)
          Deferred income taxes                                                84                  428
          Imputed interest                                                      7                    8
          Stock based compensation                                             17                   --
          Changes in operating assets and liabilities, net                    627                  323
                                                                      -----------          -----------
                Net cash provided by operating activities                   3,151                2,724

Cash flows from investing activities:
   Proceeds from sale of assets                                               207                   39
   Business acquisitions                                                       --               (1,516)
   Purchases of property and equipment, net                                (1,496)              (4,144)
   Proceeds from insurance                                                     --                  699
   Capital received from partnership                                           --                   15
   Proceeds (disbursements) from notes receivable, net                        (32)                   2
                                                                      -----------          -----------
                Net cash used in investing activities                      (1,321)              (4,905)

Cash flows from financing activities:
   Short-term borrowings, bank, net                                           665                1,199
   Borrowings on long-term debt                                                --                1,750
   Payments on long-term debt                                              (1,092)                (940)
   Proceeds from stock option exercises                                       362                   --
                                                                      -----------          -----------
                Net cash (used in) provided by financing activities           (65)               2,009

Net increase in cash and cash equivalents                                   1,765                 (172)
Cash and cash equivalents at beginning of period                            1,559                2,199
                                                                      -----------          -----------

Cash and cash equivalents at end of period                            $     3,324          $     2,027
                                                                      ===========          ===========
</TABLE>

                                       6
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                                                                     (Continued)

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                      OCTOBER 31           OCTOBER 31
                                                                         2000                 1999
                                                                      (Unaudited)          (Unaudited)
                                                                      -----------          -----------
<S>                                                                   <C>                  <C>
Supplemental disclosure of cash flow information:

   Sale of property and equipment in exchange
      for note receivable                                             $       180          $        --
                                                                      ===========          ===========


   Acquisitions:
      Fair value of assets acquired and liabilities assumed
      at the date of the acquisitions were as follows:
         Prepaid expenses                                             $        --          $         3
         Billboards                                                            --                1,463
         Covenants not to compete                                              --                   50
                                                                      ===========          ===========
</TABLE>























          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.   The  consolidated  financial  statements  of Bowlin  Outdoor  Advertising &
     Travel Centers,  Incorporated (the Company or BOATC) for the three and nine
     months  ended  October  31,  2000 and 1999 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
     consolidated  financial  statements  should be read in conjunction with the
     consolidated  financial  statements and notes,  together with  management's
     discussion  and analysis of financial  condition and results of operations,
     contained in the  Company's  annual report on Form 10-K for the fiscal year
     ended January 31, 2000.  Results of operations for interim  periods are not
     necessarily  indicative  of results  that may be expected for the year as a
     whole.

2.   DISCONTINUED  OPERATIONS:  On  October 3, 2000,  an  agreement  and plan of
     merger  between Lamar  Advertising  Company,  Lamar  Southwest  Acquisition
     Corporation  and  BOATC  was  signed.   In  the  merger,   Lamar  Southwest
     Acquisition Corporation,  a newly formed, wholly owned subsidiary of Lamar,
     will merge with and into BOATC. BOATC will be the surviving corporation and
     will  continue to exist under  Nevada law as a wholly owned  subsidiary  of
     Lamar. The articles of  incorporation  of BOATC,  which will be amended and
     restated  and filed with the  articles of merger,  will be the  articles of
     incorporation of the surviving corporation. The by-laws of Lamar Southwest,
     as in effect  immediately  before the  merger,  will be the  by-laws of the
     surviving corporation.

     BOATC and its newly formed wholly owned subsidiary,  Bowlin Travel Centers,
     Inc.,  (BTC) entered into a contribution  agreement dated as of November 1,
     2000.  This  contribution   agreement  provides  that  certain  assets  and

     liabilities  of BOATC related to the travel  centers  segment and corporate
     operations of the Company will be contributed to BTC in exchange for shares
     of stock in BTC.  BOATC  will  then  distribute  the  shares  of BTC to the
     stockholders  of BOATC  immediately  prior to the  completion of the merger
     with Lamar.  The business,  assets and  liabilities  of the travel  centers
     segment  and  corporate   operations,   will  not  be  acquired  by  Lamar.
     Accordingly,  the results of operations for the travel centers  segment and
     corporate  operations  have been presented as  discontinued  operations and
     prior periods have been restated.

                      Rest of page intentionally left blank





                                       8
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


     Net sales and income (loss) from discontinued operations (unaudited) are as
     follows:

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED                      NINE MONTHS ENDED
                                       OCTOBER 31,        OCTOBER 31,         OCTOBER 31,      OCTOBER 31,
                                           2000              1999                2000             1999
                                      -------------      -------------       -------------    -------------
<S>                                   <C>                <C>                 <C>              <C>
     Net sales                        $       6,378      $       6,808       $      20,929    $      20,699
     Operating income                            18                 31                 723              676
     Income tax expense (benefit)               (43)               172                 178              416
     Income (loss) from
     discontinued operations          $         (72)     $         275       $         280    $         665
                                      =============      =============       =============    =============
</TABLE>

     Net assets of discontinued operations (unaudited) are as follows:

                                                   OCTOBER 31,     JANUARY 31,
                                                       2000            2000
                                                  -------------   -------------

     Current assets                               $       6,888   $       5,732
     Noncurrent assets                                   10,840          11,259
     Current liabilities                                  1,966           2,045
     Noncurrent liabilities                               6,460           6,825
                                                  -------------   -------------

        Net assets of discontinued operations     $       9,302   $       8,121
                                                  =============   =============


     The merger is  scheduled to be voted on by the  stockholders  of BOATC at a
     special  meeting of the  stockholders  on January 19,  2001.  The merger is
     subject to approval by the  stockholders  of BOATC and the  satisfaction of
     certain other conditions.

3.   In May 2000, the Company sold certain assets, including land and equipment,
     to a third party for $25,000 cash and a note  receivable for $400,000.  The
     note  receivable  has a stated rate of interest of 8 percent and is payable
     in annual  installments  of $37,500  through  2004 with the  balance due in
     2005.  The  assets  sold had a  carrying  value of  $170,258  and the costs
     incurred  to sell  the  assets  was  $6,043.  The  gain on the  sale of the
     property  was  $248,699,  of which  $14,625 was  recognized  initially  and
     $234,074  was  deferred  and  will be  recognized  into  income  using  the
     installment method as payments are received. The deferred gain is reflected
     as a reduction to the note receivable in the accompanying balance sheet.

4.   STOCKHOLDERS'  EQUITY:  In December 1996, BOATC completed an initial public
     offering of 1,100,000 shares of common stock at $8.00 per share. Concurrent
     with the closing in the initial public  offering,  BOATC issued a five-year
     nonredeemable  option to purchase up to 93,500 shares of common stock at an
     exercise  price equal to 120 percent of the  offering  price,  or $9.60 per
     share to the underwriter.  The option became  exercisable in December 1997.
     As of  September  15,  2000  there was a revision  to the option  agreement
     (cancellation  of the  underwriter  option for  93,500  shares at $9.60 and
     replaced  with an  option  for  10,000  shares at $5.00  per  share).  This
     resulted in a charge to income of $16,881.

5.   EARNINGS PER SHARE.  Potential  dilutive  common  shares have been excluded
     from the  determination  of earnings  per share for the three  months ended
     October 31, 2000 and 1999 and the nine months ended October 31, 2000 due to
     losses from continuing  operations during those respective periods. For the
     nine months  ended  October 31,  1999,  there were  no  potential  dilutive
     common shares outstanding.


                                       9
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

CERTAIN  STATEMENTS  CONTAINED  HEREIN WITH RESPECT TO FACTORS  WHICH MAY AFFECT
FUTURE  EARNINGS,  INCLUDING  MANAGEMENT'S  BELIEFS  AND  ASSUMPTIONS  BASED  ON
INFORMATION CURRENTLY AVAILABLE, ARE FORWARD-LOOKING STATEMENTS MADE PURSUANT TO
THE SAFE HARBOR  PROVISIONS OF THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF
1995.  SUCH  FORWARD-LOOKING  STATEMENTS  THAT ARE NOT HISTORICAL  FACTS INVOLVE
RISKS AND UNCERTAINTIES, AND RESULTS COULD VARY MATERIALLY FROM THE DESCRIPTIONS
CONTAINED HEREIN.

OVERVIEW

The  following is a  discussion  of the  consolidated  financial  condition  and
results of operations of the Company as of and for the periods ended October 31,
2000  and  1999.  This  discussion  should  be  read  in  conjunction  with  the
Consolidated  Financial Statements of the Company and the related notes included
in the Company's Form 10-K for the fiscal year ended January 31, 2000.

The Company has presented  selected  operating data which  separately sets forth
the  revenue,  expenses  and  operating  income.  The  discussion  of results of
operations which follows  compares such selected  operating data for the interim
periods presented.


                      Rest of page intentionally left blank
















                                       10
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES



RESULTS OF OPERATIONS

The following  table presents  certain income and expense items derived from the
Consolidated Statements of Income for the three and nine months ended October 31
(unaudited and amounts in thousands):
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                       ------------------                   -----------------
                                                     2000              1999               2000              1999
                                                     ----              ----               ----              ----
<S>                                               <C>               <C>                <C>               <C>
OUTDOOR ADVERTISING:
Gross sales                                       $     2,253       $     1,981        $    6,514        $    5,818
Direct operating expenses                               1,057               918             3,024             2,631
                                                  -----------       -----------        ----------        ----------
                                                        1,196             1,063             3,490             3,187
General and administrative expenses                       245               230               705               665
Depreciation and amortization                             511               462             1,488             1,308
Management fee expense                                     58                52               161               155
                                                  -----------       -----------        ----------        ----------
    Operating income                                      382               319             1,136             1,059

Other non-operating income (loss), net
    Gain (loss) on sale of property and equipment         (15)               (2)              (15)                6
    Interest expense                                     (405)             (339)           (1,163)             (955)
                                                  -----------       -----------        ----------        ----------
    Total non-operating income (expense)                 (420)             (341)           (1,178)             (949)

Income (loss) from continuing operations
    before income taxes                                   (38)              (22)              (42)              110
Income taxes (benefit) from continuing operations          (6)               (6)               (5)               49
                                                  -----------       -----------        ----------        ----------

Income (loss) from continuing operations                  (32)              (16)              (37)               61

Income (loss) from discontinued operations (net
    of income taxes)                                      (72)              275               280               665
                                                  -----------       -----------        ----------        ----------

NET INCOME (LOSS)                                 $      (104)      $       259        $      243        $      726
                                                  ===========       ===========        ==========        ==========

EBITDA - OUTDOOR ADVERTISING                      $       893       $       781        $    2,624        $    2,367
                                                  ===========       ===========        ==========        ==========
EBITDA MARGIN - OUTDOOR ADVERTISING                     39.6%             39.4%             40.3%             40.7%
                                                  ===========       ===========        ==========        ==========

EBITDA - TOTAL COMPANY                            $     1,124       $     1,000        $    3,937        $    3,584
                                                  ===========       ===========        ==========        ==========
EBITDA MARGIN - TOTAL COMPANY                           12.9%             11.3%             14.2%             13.4%
                                                  ===========       ===========        ==========        ==========
</TABLE>


(1)   EBITDA  is  defined  as   operating   income   before   depreciation   and
      amortization.  It  represents  a  measure  which  management  believes  is
      customarily used to evaluate the financial performance of companies in the
      media industry.  However, EBITDA is not a measure of financial performance
      under  generally  accepted   accounting   principals  and  should  not  be
      considered  an  alternative  to  operating  income  or  net  income  as an
      indicator of the Company's  operating  performance or to net cash provided
      by operating activities as a measure of its liquidity.


                                       11
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES



COMPARISON OF THE NINE MONTHS ENDED OCTOBER 31, 2000 AND OCTOBER 31, 1999

OUTDOOR  ADVERTISING.   Gross  sales  from  the  Company's  outdoor  advertising
increased  12.0% to $6.514  million for the nine months ended  October 31, 2000,
from $5.818 million for the nine months ended October 31, 1999. The increase was
primarily   attributable   to  the  continual   assimilation  of  the  Company's
acquisitions, internal development, increased usage of available sign inventory,
and increases in rates.

Direct  operating  expenses  related  to outdoor  advertising  consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production expenses and selling expenses. Selling expenses consist
primarily of salaries and  commissions  for  salespersons  and travel related to
sales.  Direct  operating  costs  increased 14.9% to $3.024 million for the nine
months  ended  October 31, 2000,  from $2.631  million for the nine months ended
October 31, 1999. The increase is principally due to increases in salaries, sign
repairs,  cost of  production  and  utilities.  Direct  operating  expenses as a
percentage  of gross  revenues  for the nine months  ended  October 31, 2000 was
46.4% compared to 45.2% for the nine months ended October 31, 1999.

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  were  $705,000 for the nine months  ended  October 31,
2000,  compared  to  $665,000  for the  nine  months  ended  October  31,  1999.
Management fee expenses are corporate general and administrative  functions that
include treasury,  accounting,  tax, human resources, and other support services
and are based on actual amounts as well as a  proportionate  amount.  Management
fee expenses  increased  3.9% to $161,000 for the nine months ended  October 31,
2000,  from $155,000 for the nine months ended  October 31, 1999  primarily as a
result of increases in salaries and the related benefits.

Depreciation and amortization  expense increased 13.8% to $1.488 million for the
nine months  ended  October 31,  2000,  from $1.308  million for the nine months
ended October 31, 1999. The increase is attributable  to scheduled  depreciation
of advertising  display  structures as well as the  amortization of goodwill and
non-compete covenants.

Interest  expense  increased  21.8% to $1.163  million for the nine months ended
October 31, 2000,  from  $955,000 for the nine months ended October 31, 1999 due
to borrowings to fund acquisitions and internal development.

Other  income,  net,  is gains  and/or  losses  from the sales of assets.  Other
income,  net,  decreased  to a net loss of  $15,000  for the nine  months  ended
October 31, 2000,  from a net gain of $6,000 for the nine months  ended  October
31, 1999.

Income (loss) from continuing operations before income taxes decreased 138.2% to
a loss of $42,000 for the nine months ended  October 31, 2000,  from income from
continuing  operations before income taxes of $110,000 for the nine months ended
October  31,  1999  primarily  as a result  of  increases  in  depreciation  and
amortization and interest expense.

Income taxes  (benefit) from  continuing  operations was a benefit of $5,000 for
the nine months ended October 31, 2000,  compared to income taxes of $49,000 for
the nine months ended October 31, 1999.



                                       12
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


Income  (loss)  from  continuing  operations  was a loss of $37,000 for the nine
months ended  October 31, 2000 compared to income of $61,000 for the nine months
ended October 31, 1999.

The foregoing  factors  contributed to a decrease in the net income for the nine
months  ended  October 31, 2000 to  $243,000  compared to $726,000  for the nine
months ended October 31, 1999.

EBITDA for outdoor  advertising  increased  10.9% to $2.624 million for the nine
months  ended  October 31, 2000,  from $2.367  million for the nine months ended
October 31, 1999. The EBITDA margin for outdoor  advertising  decreased to 40.3%
for the nine  months  ended  October  31,  2000,  compared to 40.7% for the nine
months ended October 31, 1999.

TRAVEL CENTERS AND CORPORATE AND OTHER. The results of operations for the travel
centers  segment and  corporate  and other  operations  have been  presented  as
discontinued operations in the selected financial data. The following discussion
relates to the results of the Company's discontinued  operations.  Net sales for
discontinued  operations  increased 1.1% to $20.929  million for the nine months
ended  October 2000 as compared  with $20.699  million for the nine months ended
October 1999. Gross profit from discontinued operations decreased 1.6% to $6.276
million for the nine months ended October 2000 as compared  with $6.380  million
for the nine months ended October 1999. General and administrative expenses from
discontinued  operations  decreased  3.6% to $5.124  million for the nine months
ended  October  2000 as compared  with $5.318  million for the nine months ended
October 1999.  Operating income from discontinued  operations  increased 6.9% to
$724,000 for the nine months ended  October 2000 as compared  with  $677,000 for
the  nine  months  ended  October  1999.   Income  tax  expense  (benefit)  from
discontinued  operations  decreased  57.2% to $178,000 for the nine months ended
October 2000 as compared  with  $416,000 for the nine months ended October 1999.
Income from  discontinued  operations  decreased  57.9% to $280,000 for the nine
months ended  October 2000 as compared  with  $665,000 for the nine months ended
October 1999.

COMPARISON OF THE THREE MONTHS ENDED OCTOBER 31, 2000 AND OCTOBER 31, 1999

OUTDOOR  ADVERTISING.   Gross  sales  from  the  Company's  outdoor  advertising
increased  13.7% to $2.253  million for the three months ended October 31, 2000,
from $1.981  million for the three months ended  October 31, 1999.  The increase
was  primarily  attributable  to the  continual  assimilation  of the  Company's
acquisitions, internal development, increased usage of available sign inventory,
and increases in rates.

Direct  operating  expenses  related  to outdoor  advertising  consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production expenses and selling expenses. Selling expenses consist
primarily of salaries and  commissions  for  salespersons  and travel related to
sales.  Direct  operating  costs increased 15.1% to $1.057 million for the three
months ended October 31, 2000,  from $918,000 for the three months ended October
31, 1999.  The  increase is  principally  due to  increases  in  salaries,  sign
repairs,  cost of  production  and  utilities.  Direct  operating  expenses as a
percentage  of gross  revenues for the three  months ended  October 31, 2000 was
46.9% compared to 46.3% for the three months ended October 31, 1999.

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. Management fee expenses
are  corporate  general and  administrative  functions  that  include  treasury,
accounting,  tax, human  resources,  and other support services and are based on
actual amounts as well as a  proportionate  amount.  General and  administrative

                                       13
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


expenses were $245,000 for the three months ended October 31, 2000,  compared to
$230,000 for the three months ended October 31, 999. Management fee expenses are
corporate   general  and   administrative   functions  that  include   treasury,
accounting,  tax, human  resources,  and other support services and are based on
actual  amounts  as well as a  proportionate  amount.  Management  fee  expenses
increased  11.5% to $58,000  for the three months ended  October 31, 2000,  from
$52,000 for the three  months  ended  October 31, 1999  primarily as a result of
increased salaries and the related benefits.

Depreciation and amortization  expense increased 10.6% to $511,000 for the three
months ended October 31, 2000,  from $462,000 for the three months ended October
31, 1999. The increase is attributable to scheduled  depreciation of advertising
display  structures  as well as the  amortization  of goodwill  and  non-compete
covenants

Interest expense  increased 19.5% to $405,000 for the three months ended October
31, 2000,  from  $339,000  for the three  months  ended  October 31, 1999 due to
borrowings to fund acquisitions and internal development.

Other  income,  net,  is gains  and/or  losses  from the sales of assets.  Other
income,  net,  decreased  to a net loss of $15,000  for the three  months  ended
October 31, 2000,  from a net loss of $2,000 for the three months ended  October
31, 1999.

Income (loss) from continuing  operations before income taxes decreased 72.7% to
a loss of $38,000 for the three months ended October 31, 2000,  from a loss from
continuing  operations before income taxes of $22,000 for the three months ended
October  31,  1999  primarily  as a result  of  increases  in  depreciation  and
amortization, and interest expense.

Income taxes  (benefit) from  continuing  operations was a benefit of $6,000 for
the three months ended October 31, 2000 and 1999.

Income  (loss) from  continuing  operations  was a loss of $32,000 for the three
months ended October 31, 2000 compared to a loss of $16,000 for the three months
ended October 31, 1999.

The foregoing factors contributed to net loss for the three months ended October
31, 2000 of $104,000  compared  to net income of $259,000  for the three  months
ended October 31, 1999.

EBITDA for outdoor advertising  increased 14.3% to $893,000 for the three months
ended  October 31, 2000,  from  $781,000 for the three months ended  October 31,
1999. The EBITDA margin for outdoor advertising increased to 39.6% for the three
months  ended  October 31,  2000,  compared to 39.4% for the three  months ended
October 31, 1999.

TRAVEL CENTERS AND CORPORATE AND OTHER. The results of operations for the travel
centers  segment and  corporate  and other  operations  have been  presented  as
discontinued operations in the selected financial data. The following discussion
relates to the results of the Company's discontinued  operations.  Net sales for
discontinued  operations  decreased  6.3% to $6.378 million for the three months
ended  October 2000 as compared  with $6.808  million for the three months ended
October 1999. Gross profit from discontinued operations decreased 3.4% to $1.897
million for the three months ended October 2000 as compared with $1.964  million
for the three months ended October  1999.  General and  administrative  expenses
from  discontinued  operations  decreased  4.1% to $1.724  million for the three
months ended October 2000 as compared  with $1.797  million for the three months
ended October 1999.  Operating  income from  discontinued  operations  decreased
41.9% to $18,000  for the three  months  ended  October  2000 as  compared  with
$31,000 for the three months ended  October 1999.  Income tax expense  (benefit)


                                       14
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


from  discontinued  operations  decreased 125.0% to a benefit of $43,000 for the
three months ended  October 2000 as compared with income tax expense of $172,000
for the three  months  ended  October  1999.  Income  (loss)  from  discontinued
operations  decreased  126.2% to $72,000 for the three months ended October 2000
as compared with $275,000 for the three months ended October 1999.




LIQUIDITY AND CAPITAL RESOURCES

At October 31,  2000,  the Company had working  capital of $4.434  million and a
current  ratio of 1.9:1,  compared  to working  capital of $4.166  million and a
current  ratio of 2.1:1 at January 31, 2000.  The current  ratio is the ratio of
total  current  assets to total  current  liabilities  or the dollars of current
assets to cover  each  dollar of  current  debt  (most  frequently  expressed  a
coverage of so many times). Net cash provided by operating activities was $3.151
million for the nine months ended October 31, 2000,  compared to $2.724  million
for the nine months  ended  October 31, 1999.  Net cash  provided in the current
period is primarily  attributable  to increased  depreciation  and  amortization
expense and other operating assets and liabilities.

Net cash used in investing activities for the nine months ended October 31, 2000
was $1.321  million,  of which $1.496 million was used for purchases of property
and equipment,  partially offset by proceeds from sales of assets.  For the nine
months ended October 31, 1999, net cash used for investing activities was $4.905
million,  of which $4.144 was used for  purchases of property and  equipment and
$1.516 million was used for acquisitions.

Net cash used in financing activities for the nine months ended October 31, 2000
was $65,000 as  compared to cash  provided  by  financing  activities  of $2.009
million  for the nine  months  ended  October  31,  1999.  At October  31,  2000
financing  activities were primarily a result of borrowings and payments on debt
as well as proceeds from stock options exercises. At October 31,1999,  financing
activities were primarily a result of borrowings and payments on debt.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The principal market risks to which the Company is exposed to are interest rates
on the Company's debt. The Company's interest sensitive liabilities are its debt
instruments.  Variable  interest on the  majority of the  Company's  debt equals
LIBOR plus an applicable  margin.  Because rates may increase or decrease at any
time,  the  Company  is exposed  to market  risk as a result of the impact  that
changes in these base rates may have on the interest rate  applicable to Company
borrowings.  Management does not, however, believe that any risk inherent in the
variable  rate  nature of its debt is likely  to have a  material  effect on the
Company's financial position, results of operations or liquidity.


PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.  None.

Item 2.           Changes in Securities and Use of Proceeds.   None.

Item 3.           Defaults Upon Senior Securities.  None.



                                       15
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES



Item 4.           Submission of Matters to a Vote of Security Holders.  None.

Item 5.           Other Information.  None.

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

         (a).     Exhibit No.                            Exhibit Name

                      27                                 Financial Data Schedule

         (b).     Form 8-K was filed on October 17, 2000.

Signatures

In accordance with 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.

Date:  December 13, 2000
                               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)

                                       16