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, 1999

     [ ] 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         (IRS Employer Identification No.)
      of 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,  1999,  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, 1999 and January 31, 1999........................2

                  Consolidated Statements of Income for the
                  Three and Nine Months Ended
                  October 31, 1999 and 1998....................................4

                  Consolidated Statements of Stockholders'
                  Equity for the Nine Months Ended October 31, 1999............5

                  Consolidated Statements of Cash Flows for the
                  Nine Months Ended October 31, 1999 and 1998..................6

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

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.........................12

Item 3.           Quantitative and Qualitative Disclosures About
                  Market Risk.................................................20

                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings...........................................20

Item 2.           Changes in Securities and Use of Proceeds...................20

Item 3.           Defaults Upon Senior Securities.............................20

Item 4.           Submission of Matters to a Vote of Security Holders.........20

Item 5.           Other Information...........................................20

Item 6.           Exhibits and Reports on Form 8-K............................20

                  Signatures..................................................20



                                       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)

<TABLE>
<S>                                                                      <C>                        <C>
                                                                      October 31,                January 31,
                                                                         1999                       1999
                                                                      (Unaudited)
                                                                  --------------------       --------------------
Current assets:
      Cash and cash equivalents                                      $          2,027            $         2,199
      Accounts receivable Outdoor Advertising, net                                630                        736
      Accounts  receivable, other                                                 959                        774
      Notes receivable, related parties                                            12                         12
      Inventories                                                               3,620                      3,689
      Prepaid expenses and other current assets                                   727                        712
      Income taxes                                                                585                        531
                                                                  --------------------       --------------------

      Total current assets                                                      8,560                      8,653



Property & equipment, net                                                      30,304                     26,425

Intangible assets, net                                                          2,106                      2,338

Other assets                                                                       54                         73
                                                                  --------------------       --------------------

      Total assets                                                   $         41,024            $        37,489
                                                                  ====================       ====================


</TABLE>

                                                                     (Continued)








                                       2
<PAGE>




                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

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

<TABLE>
<S>                                                                          <C>                         <C>
                                                                      October 31,                January 31,
                                                                         1999                       1999
                                                                      (Unaudited)
                                                                  --------------------       ---------------------

Current liabilities:

      Short-term borrowings, bank                                    $          1,199            $             -
      Accounts payable                                                          1,631                      1,393
      Long-term debt, current maturities                                        1,523                      1,248
      Accrued liabilities                                                         643                        517
                                                                  --------------------       ---------------------

      Total current liabilities                                                 4,996                      3,158

Deferred income taxes                                                             855                        427

Long-term debt, less current maturities                                        19,547                     19,004
                                                                  --------------------       ---------------------

      Total liabilities                                                        25,398                     22,589


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                                                         4,018                       3,292

                                                                  --------------------       ---------------------
      Total stockholders' equity                                               15,626                      14,900

                                                                  --------------------       ---------------------
      Total liabilities and stockholders' equity                     $         41,024            $         37,489
                                                                  ====================       =====================
</TABLE>



                     See accompanying notes to consolidated
                             financial statements.

                                       3
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

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

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

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

                                         October 31,        October 31,           October 31,        October 31,
                                             1999               1998                  1999              1998
                                         (Unaudited)        (Unaudited)           (Unaudited)        (Unaudited)
                                       ---------------    ---------------       ---------------    ---------------


Gross sales                             $       8,887      $       7,897         $      26,795      $      23,648


Less discounts on sales                            97                 73                   278                208
                                       ---------------    ---------------       ---------------    ---------------
       Net sales                                8,790              7,824                26,517             23,440


Cost of goods sold                              5,762              4,819                16,950             14,636
                                       ---------------    ---------------       ---------------    ---------------
       Gross profit                             3,028              3,005                 9,567              8,804


General and administrative expenses            (2,025)            (1,882)               (5,978)            (5,456)


Depreciation and amortization                    (647)              (493)               (1,848)            (1,354)
                                       ---------------    ---------------       ---------------    ---------------
       Operating income                           356                630                 1,741              1,994


Non-operating income (expense):
       Interest income                             25                 23                    74                 84
       Gain from insurance coverage               532                  -                   759                  -
       Gain on sale of property and
       equipment                                    2                  8                    17                 12
       Interest expense                          (490)              (255)               (1,399)              (729)
                                       ---------------    ---------------       ---------------    ---------------
       Total non-operating income
       (expense)                                   69               (224)                 (549)              (633)
                                       ---------------    ---------------       ---------------    ---------------

Income before income taxes                        425                406                 1,192              1,361

Income taxes                                      166                163                   466                533
                                       ---------------    ---------------       ---------------    ---------------
Net income                              $         259      $         243         $         726      $         828
                                       ===============    ===============       ===============    ===============


Weighted average common shares              4,384,848          4,384,848             4,384,848          4,384,848

Weighted average common and dilutive
       potential common shares              4,384,848          4,384,848             4,384,848          4,388,166

Earnings per share
       Basic                            $        0.06       $       0.06         $        0.17      $        0.19
                                       ===============    ===============       ===============    ===============
       Diluted                          $        0.06       $       0.06         $        0.17      $        0.19
                                       ===============    ===============       ===============    ===============

</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>
<S>                                     <C>            <C>            <C>            <C>                 <C>


                                                    For the Nine Months Ended October 31, 1999
                                                                    (Unaudited)



                                                        Common       Additional
                                        Number          stock,         paid-in         Retained
                                      of shares         at par         capital         earnings           Total

Balance at January 31, 1999           4,384,848         $    4       $    11,604      $    3,292        $    14,900

Net income (unaudited)                                                                       726                726

Balance at October 31, 1999       ------------------------------------------------------------------------------------
                                      4,384,848         $    4       $    11,604      $    4,018        $    15,626
                                  ====================================================================================


</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>
<S>                                                                                <C>                          <C>

                                                                                    For the Nine Months Ended
                                                                            ------------------------------------------

                                                                               October 31,              October 31,
                                                                                  1999                     1998
                                                                               (Unaudited)              (Unaudited)
                                                                            -----------------        -----------------
Cash flows from operating activities:
      Net income                                                              $          726           $          828
      Adjustments to  reconcile  net income to
         net cash  provided  by  operating activities:
             Depreciation and amortization                                             1,848                    1,354
             Amortization of loan fees                                                   140                        -
             Gain on sales of property and equipment                                     (17)                     (12)
             Gain from insurance coverage                                               (759)                       -
             Provision for bad debts                                                      27                        -
             Deferred income taxes                                                       428                       59
             Imputed interest                                                              8                       24
             Changes in operating assets and liabilities, net                            323                   (1,127)
                                                                             -----------------        -----------------
                       Net cash provided by operating activities                       2,724                    1,126

Cash flows from investing activities:
      Proceeds from sale of assets                                                        39                       16
      Business acquisitions (note 4)                                                  (1,516)                  (2,047)
      Purchases of property and equipment, net                                        (4,144)                  (3,084)
      Proceeds from insurance                                                            699                        -
      Capital received from partnership                                                   15                        -
      Proceeds from notes receivable, net                                                  2                       36
                                                                            -----------------          ---------------
                   Net cash used in investing activities                              (4,905)                  (5,079)

Cash flows from financing activities:
      Borrowings on short-term debt                                                    1,199                      689
      Borrowings on long-term debt                                                     1,750                    2,341
      Payments on short-term debt                                                          -                     (745)
      Payments on long-term debt                                                        (940)                    (685)
                                                                            -----------------        -----------------
                   Net cash provided by financing activities                           2,009                    1,600


Net decrease in cash and cash equivalents                                               (172)                  (2,353)

Cash and cash equivalents at beginning of period                                       2,199                    4,054
                                                                            -----------------        -----------------

Cash and cash equivalents at end of period                                    $        2,027           $        1,701
                                                                            =================        =================

</TABLE>

                                                                     (Continued)

                                       6
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


                Consolidated Statements of Cash Flows, Continued
                                 (In thousands)
<TABLE>
<S>                                                                            <C>                       <C>
                                                                               October 31,              October 31,
                                                                                  1999                     1998
                                                                               (Unaudited)              (Unaudited)
                                                                            -----------------        -----------------

Supplemental disclosure of cash flow information:

     Noncash investing and financing activities:

         Acquisition of covenants not-to-compete
            in exchange for long-term debt                                   $            -           $          130
                                                                            =================        =================

     Acquisitions:
         Fair value of assets  acquired and  liabilities assumed
         at the date of the acquisitions were as follows:
            Accounts receivable                                              $            -           $           34
            Prepaid expenses                                                              3                       31
            Billboards                                                                1,463                    1,927
            Covenants not to compete                                                     50                        -
            Vehicles and equipment                                                        -                       55
                                                                            =================        =================


</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 for the three and nine months ended
     October  31,  1999 and  October  31,  1998 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, 1999.  Certain  amounts in the January 31, 1999 financial
     statements  have been  reclassified  to conform  with the  October 31, 1999
     presentation. Results of operations for interim periods are not necessarily
     indicative of results that may be expected for the year as a whole.

2.   Earnings  per  Share.  The  following  table  is a  reconciliation  of  the
     numerators and denominators of the basic and diluted per share computations
     for income from continuing operations.

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



                                                       Three months ended October 31,
                               ---------------------------------------------------------------------------------
                                               1999                                      1998
                               --------------------------------------  -----------------------------------------
                                 Income        Shares      Per Share      Income         Shares     Per Share
                               (Numerator)  (Denominator)   Amount     (Numerator)    (Denominator)   Amount

Basic EPS - net income          $  259,000     4,384,848    $   0.06     $  243,000      4,384,848    $   0.06
                                                           ----------                                ----------
Effect of Dilutive Securities
Stock options                                          -                                         -
                               ------------  ------------               ------------   ------------
Diluted EPS - net income        $  259,000     4,384,848    $   0.06     $  243,000      4,384,848    $   0.06
                               ============  ============  ==========   ============   ============  ==========


                                                         Nine months ended October 31,
                               ---------------------------------------------------------------------------------
                                               1999                                      1998
                               --------------------------------------  -----------------------------------------
                                 Income        Shares      Per Share       Income         Shares     Per Share
                               (Numerator)  (Denominator)    Amount     (Numerator)    (Denominator)   Amount

Basic EPS - net income-         $  726,000     4,384,848    $   0.17     $  828,000      4,384,848    $   0.19
                                                           ----------                                ----------
Effect of Dilutive Securities
Stock options                                           -                                    3,318
                               ------------  -------------              ------------  -------------
Diluted EPS - net income        $  726,000     4,384,848    $   0.17     $  828,000      4,388,166    $   0.19
                               ============  ============= ==========   ============  =============  ==========

</TABLE>






                                       8
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)


3.   On February  15,  1999,  the  Company  opened a new travel  center  located
     approximately  20 miles west of  Albuquerque,  New Mexico on Interstate 40.
     The 6,000 square foot store features a convenience  store and an "old-time"
     trading post. This location features EXXON branded gasoline.

4.   Acquisitions.   On  March  1,  1999  the  Company   purchased  the  outdoor
     advertising assets of GDM Outdoor Advertising (GDM) located in Tyler, Texas
     for  $1,353,376.  The Company  financed  $1,350,000 with bank debt and paid
     $3,376 in cash. GDM owned and operated  approximately  86 painted  bulletin
     faces in central Texas.

     On  April  30,  1999 the  Company  purchased  the  outdoor  advertising  of
     Borderline Outdoor Advertising, Inc. (Borderline) located in Bedford, Texas
     for  $162,575.  The Company  financed  $150,000  and paid  $12,575 in cash.
     Borderline owned and operated  approximately nine painted bulletin faces in
     central Texas.

     The acquisitions were accounted for as purchase transactions.  The purchase
     price was allocated to the assets  acquired  based on their  estimated fair
     values and no goodwill was recorded in connection with the purchases.

     The following  unaudited proforma  consolidated  results of operations have
     been  prepared as if the  acquisition  of GDM occurred on February 1, 1998.
     The effect of the Company's  acquisition of the assets of Borderline is not
     material to the combined results of operations of the Company.

                     (in thousands except per share amounts)

                                Nine Months Ended
                                   October 31
                                  (unaudited)

                                  1999                   1998
                                  ----                   ----

        Gross sales         $    26,804            $     23,733
                            ===========            ============

        Net income          $       717            $        743
                            ===========            ============

        Earnings per basic
        and diluted share   $       .16            $        .17
                            ===========            ============

     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.

5.   Segment Information:  Travel center operations, which represents 78 percent
     of net sales of the  Company,  and outdoor  advertising  operations,  which
     represents 22 percent of net sales, are the Company's  reportable  segments
     under SFAS No. 131,  Disclosure about Segments of an Enterprise and Related
     Information (SFAS 131). The travel center segment provides for

                                       9
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)


     the retail sale of merchandise,  food and gasoline to the traveling  public
     while  the  outdoor  advertising  segment  operates  billboard  advertising
     displays  which are  situated  on  interstate  highways,  primarily  in the
     Southwestern  United States. No single customer accounted for as much as 10
     percent of consolidated revenue in any period.

     Summarized  financial  information   concerning  the  Company's  reportable
     segments as of and for the  respective  periods ended October 31, are shown
     in the following table.

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

                                                    Travel              Outdoor
                                                    Center            Advertising         Corporate
                                                  Operations          Operations         and other (1)           Total
                          (in thousands)       -----------------   -----------------   -----------------   -----------------
                           Three months
                         ended October 31,

                    Net sales (2)

                                         1999  $        6,808               1,982                  -                8,790
                                         1998           6,092               1,732                  -                7,824

                    Segment operating
                        income (3)

                                         1999  $          197                 331               (103)                 425
                                         1998             389                 392               (375)                 406

                           Nine months
                        ended October 31,

                    Net sales (2)

                                         1999  $       20,699               5,818                  -               26,517
                                         1998          18,409               5,031                  -               23,440

                    Segment operating
                        income (3)

                                         1999  $        1,159               1,094             (1,061)               1,192
                                         1998           1,196               1,228             (1,063)               1,361

                    Segment assets

                                         1999  $       15,258              20,096              5,670               41,024
                                         1998          13,072              13,613              3,174               29,859
</TABLE>

     (1)  Corporate  functions include certain members of executive  management,
          the  corporate  accounting  and  finance  function  and other  typical
          administrative  functions.  Corporate  assets  include  cash  and cash
          equivalents,  income  taxes,  certain  intangibles,  and  property and
          equipment located at the Company's administrative headquarters.

     (2)  There were no inter-segment sales.

     (3)  Management  does  not  allocate  interest  expense,  interest  income,
          non-operating  income and expense amounts or income tax expense in the
          determination of the operating performance of the reportable segments.


                                       10

<PAGE>





                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)


6.   In November 1998, a fire at the Company's  headquarters  destroyed  certain
     buildings and  equipment,  all of which were covered by insurance  based on
     replacement costs. As of October 31, 1999, insurance coverage was in excess
     of the  carrying  value  of the  assets  destroyed  and a gain of  $759,000
     (before tax) was recorded.





















                     Rest of page intentionally left blank.


                                       11
<PAGE>



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,
1999  and  1998.  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, 1999.

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  management  does not allocate 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
of Financial  Condition and Results of  Operations,  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.


                                       12
<PAGE>



Results of Operations

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

<TABLE>
<S>                                                    <C>            <C>                 <C>             <C>
                                                       Nine Months Ended                   Three Months Ended
                                                      1999             1998               1999             1998
Travel centers:
      Gross sales                                 $  20,977        $  18,617          $   6,905        $   6,165
      Discounts on sales                                278              208                 97               73
                                                 -----------      -----------        -----------      -----------
      Net sales                                      20,699           18,409              6,808            6,092
      Cost of sales                                  14,319           12,394              4,844            4,036
                                                 -----------      -----------        -----------      -----------
                                                      6,380            6,015              1,964            2,056
      General and administrative expenses             4,775            4,369              1,615            1,502
      Depreciation and amortization                     446              450                152              165
                                                 -----------      -----------        -----------      -----------
      Operating income                                1,159            1,196                197              389

Outdoor advertising:
      Gross sales                                     5,818            5,031              1,982            1,732
      Direct operating expenses                       2,631            2,242                918              783
                                                 -----------      -----------        -----------      -----------
                                                      3,187            2,789              1,064              949
      General and administrative expenses               785              741                271              259
      Depreciation and amortization                   1,308              820                462              298
                                                 -----------      -----------        -----------      -----------
      Operating income                                1,094            1,228                331              392

Corporate and other:
      General and administrative expenses              (423)            (352)              (141)            (124)
      Depreciation and amortization                     (94)             (84)               (33)             (30)
      Interest expense                               (1,399)            (729)              (490)            (255)
      Other income, net                                 855              102                561               34
                                                 -----------      -----------        -----------      -----------

Income before income taxes                            1,192            1,361                425              406

Income taxes                                            466              533                166              163
                                                 -----------      -----------        -----------      -----------

Net income                                        $     726        $     828          $     259        $     243
                                                 ===========      ===========        ===========      ===========

EBITDA(1) - Travel centers                        $   1,605        $   1,646          $     349        $     554
                                                 ===========      ===========        ===========      ===========
EBITDA - Outdoor advertising                      $   2,402        $   2,048          $     793        $     690
                                                 ===========      ===========        ===========      ===========
EBITDA - Total company                            $   3,589        $   3,348          $   1,003        $   1,123
                                                 ===========      ===========        ===========      ===========

EBITDA margin - Travel centers                         7.7%             8.8%               5.1%             9.0%
                                                 ===========      ===========        ===========      ===========
EBITDA margin - Outdoor advertising                   41.3%            40.7%              40.0%            39.8%
                                                 ===========      ===========        ===========      ===========
EBITDA margin - Total company                         13.4%            14.2%              11.3%            14.2%
                                                 ===========      ===========        ===========      ===========
</TABLE>

                                                                     (Continued)

                                       13
<PAGE>

(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.




Comparison of the Nine Months Ended October 31, 1999 and October 31, 1998

Travel Centers.  Gross sales at the Company's Travel Centers  increased by 12.7%
to $20.977  million for the nine  months  ended  October  31, 1999 from  $18.617
million for the nine months ended  October 31, 1998.  This increase is primarily
attributable  to the new travel center  located  approximately  20 miles west of
Albuquerque on Interstate 40 which contributed gross sales of $1.366 million for
the nine months ended October 31, 1999.  Merchandise  sales  increased  22.7% to
$7.589  million for the nine months ended  October 31, 1999 compared with $6.183
million for the nine months  ended  October 31, 1998 with the new travel  center
contributing  $487,000 of merchandise  sales.  Gasoline sales  increased 7.4% to
$9.924  million for the nine months ended  October 31, 1999 from $9.242  million
for the same period in 1998 with the new travel center contributing  $879,000 of
gasoline sales.  Wholesale  gasoline sales increased 31.6% to $1.273 million for
the nine months  ended  October 31,  1999,  as compared to $967,000 for the nine
months ended October 31, 1998.  Restaurant  sales  decreased  slightly to $2.191
million for the nine months ended  October 31, 1999 compared with $2.225 for the
nine months ended October 31, 1998.

Cost of goods sold for the travel centers increased 15.5% to $14.319 million for
the nine months ended October 31, 1999 from $12.394  million for the nine months
ended  October 31,  1998.  This  increase  is a result of the new travel  center
located  approximately  20 miles  west of  Albuquerque  on  Interstate  40 which
contributed  $1.071 million to cost of goods of which  $275,000 was  merchandise
and $796,000 was gasoline.  Cost of goods sold as a percentage of gross revenues
for the nine  months  ended  October 31, 1999 was 68.3% as compared to 66.6% for
the nine months ended October 31, 1998.

Gross profit for the travel  centers  increased  6.1% to $6.380  million for the
nine months ended October 31, 1999 from $6.015 million for the nine months ended
October 31, 1998. Lower margins on convenience  store and gasoline sales for the
nine months ended October 31, 1999 negatively impacted gross margin.

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 9.3% to $4.775 million for the nine months ended October 31, 1999 from
$4.369 million for the nine months ended October 31, 1998.

Depreciation and amortization  expense decreased by .9% to $446,000 for the nine
months ended  October 31, 1999 as compared to $450,000 for the nine months ended
October 31, 1998.

The above factors  contributed to an overall decrease in travel center operating
income of 3.1% to $1.159 million for the nine months ended October 31, 1999 from
$1.196 million for the nine months ended October 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
travel  centers  decreased  2.5% to $1.605  million  for the nine  months  ended
October 31, 1999 from $1.646 million for the nine months ended October 31, 1998.
The EBITDA margin for travel centers decreased to 7.7% for the nine months ended
October 31, 1999 as compared to 8.8% for the nine months ended October 31, 1998.

                                       14
<PAGE>

Outdoor  Advertising.   Gross  sales  from  the  Company's  Outdoor  Advertising
increased  15.6% to $5.818  million for the nine months  ended  October 31, 1999
from $5.031 million for the nine months ended October 31, 1998. The increase was
primarily   attributable   to  the  continual   assimilation  of  the  Company's
acquisitions,  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 17.4% to $2.631 million for the nine
months  ended  October 31, 1999 from  $2.242  million for the nine months  ended
October 31,  1998.  The increase is  principally  due to increases in sign rent,
sign  repairs,  cost of  paper  production,  permits  and  property  taxes,  and
utilities,  most of which are due to the  assimilation of direct operating costs
associated with acquisitions. Direct operating expenses as a percentage of gross
revenues for the nine months ended October 31, 1999 was 45.2%  compared to 44.6%
for the nine months ended October 31, 1998.

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  increased  5.9% to $785,000  for the nine months ended
October 31, 1999 from $741,000 for the nine months ended October 31, 1998.

Depreciation and amortization  expense increased 59.5% to $1.308 million for the
nine  months  ended  October 31, 1999 from  $820,000  for the nine months  ended
October 31, 1998.  The increase is  attributable  to scheduled  depreciation  of
advertising display structures primarily associated with acquisitions as well as
the amortization of goodwill and non-compete covenants.

The above factors contributed to the decrease in outdoor  advertising  operating
income of 10.9% to $1.094  million  for the nine months  ended  October 31, 1999
from $1.228 million for the nine months ended October 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
outdoor advertising  increased 17.3% to $2.402 million for the nine months ended
October 31, 1999 from $2.048 million for the nine months ended October 31, 1998.
The EBITDA margin for outdoor advertising increased to 41.3% for the nine months
ended  October 31, 1999 as compared to 40.7% for the nine months  ended  October
31, 1998.

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 to $423,000 for the nine months
ended October 31, 1999 as compared to $352,000 for the nine months ended October
31, 1998.

Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture  and fixtures and vehicles.  Depreciation  and  amortization  expenses
increased to $94,000 for the nine months  ended  October 31, 1999 as compared to
$84,000 for the nine months ended October 31, 1998.

Interest expense  increased by 91.9% to $1.399 million for the nine months ended
October 31, 1999 as compared to $729,000 for the nine months  ended  October 31,
1998. The increase is primarily  attributable to the increase in debt associated
with the  Company's  acquisitions  and the new  travel  center  that  opened  in
February 1999.

                                       15
<PAGE>


Non-operating  income,  net,  includes  gains  and/or  losses  from the sales of
assets,   interest  income,  and  a  casualty  gain  from  insurance   coverage.
Non-operating  income,  net,  increased  785.4% to $850,000  for the nine months
ended  October 31, 1999 as compared to $96,000 for the nine months ended October
31, 1998.

Income before income taxes decreased 12.4% to $1.192 million for the nine months
ended  October 31, 1999 as compared to $1.361  million for the nine months ended
October 31, 1998. As a percentage of gross revenues,  income before income taxes
decreased to 4.4% for the nine months ended October 31, 1999 as compared to 5.8%
for the nine months  ended  October 31, 1998  primarily as a result of increased
depreciation,  amortization,  and  interest  expenses  offset  by  a  gain  from
insurance proceeds.

Income  taxes were  $466,000  for the nine  months  ended  October  31,  1999 as
compared to $533,000 for the nine months ended  October 31, 1998,  as the result
of lower pretax income.

The foregoing factors  contributed to a decrease in the Company's net income for
the nine months  ended  October 31, 1999 to $726,000 as compared to $828,000 for
the nine months ended October 31, 1998.


Comparison of the Three Months Ended October 31, 1999 and October 31, 1998

Travel Centers.  Gross sales at the Company's Travel Centers  increased by 12.0%
to $6.905  million  for the three  months  ended  October  31,  1999 from $6.165
million for the three months ended October 31, 1998.  This increase is primarily
attributable  to the new travel center  located  approximately  20 miles west of
Albuquerque on Interstate 40 which  contributed  gross sales of $530,000 for the
three months ended October 31, 1999. Merchandise sales increased 15.9% to $2.389
million for the three months ended October 31,1999  compared with $2.061 million
for  the  three  months  ended  October  31,1998  with  the  new  travel  center
contributing  $183,000 of merchandise  sales.  Gasoline sales increased 11.1% to
$3.372  million for the three months ended October 31, 1999 from $3.036  million
for the same period in 1998 with the new travel center contributing  $347,000 of
gasoline  sales.  Wholesale  gasoline sales  increased 30.3% to $460,000 for the
three  months  ended  October 31,  1999,  as compared to $353,000  for the three
months ended October 31, 1998.  Restaurant sales decreased  slightly to $684,000
for the three months ended October 31, 1999 compared with $715,000 for the three
months ended October 31, 1998.

Cost of goods sold for the travel centers  increased 20.0% to $4.844 million for
the three months ended October 31, 1999 from $4.036 million for the three months
ended  October 31,  1998.  This  increase  is a result of the new travel  center
located  approximately  20 miles  west of  Albuquerque  on  Interstate  40 which
contributed  $423,000 to cost of goods.  Cost of goods sold as a  percentage  of
gross revenues for the three months ended October 31, 1999 was 70.2% as compared
to 65.5% for the three months ended October 31, 1998.

Gross profit for the travel  centers  decreased  4.5% to $1.964  million for the
three  months  ended  October 31, 1999 from $2.056  million for the three months
ended October 31, 1998. Gross profit margins for gasoline were much lower in the
current  three months  ended  October 31,  1999.  Higher than  average  gasoline
margins for the three  months  ended  October 31,  1998  exaggerated  dollar and
percentage  changes for the current year quarter.  Lower margins on  convenience
store sales also  negatively  impacted  gross  profit for the three months ended
October 31, 1999.

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  7.5% to $1.615  million for the three months  ended  October 31, 1999
from $1.502 million for the three months ended October 31, 1998.

                                       16
<PAGE>



Depreciation  and  amortization  expense  decreased  by 7.9% to $152,000 for the
three months ended October 31, 1999 as compared to $165,000 for the three months
ended October 31, 1998.

The above factors  contributed to an overall decrease in travel center operating
income of 49.4% to $197,000  for the three  months  ended  October 31, 1999 from
$389,000 for the three months ended October 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
travel  centers  decreased  37.0% to $349,000 for the three months ended October
31, 1999 from $554,000 for the three months ended  October 31, 1998.  The EBITDA
margin for travel  centers  decreased to 5.1% for the three months ended October
31, 1999 as compared to 9.0% for the three months ended October 31, 1998.

Outdoor  Advertising.   Gross  sales  from  the  Company's  Outdoor  Advertising
increased  14.4% to $1.982  million for the three months ended  October 31, 1999
from $1.732  million for the three months ended  October 31, 1998.  The increase
was  primarily  attributable  to the  continual  assimilation  of the  Company's
acquisitions,  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 17.2% to $918,000 for the three months
ended  October 31, 1999 from  $783,000 for the three  months  ended  October 31,
1998. The increase is principally  due to increases in sign rent,  sign repairs,
cost of paper  production,  permits and property taxes,  and utilities,  most of
which are due to the  assimilation  of direct  operating  costs  associated with
acquisitions.

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  increased  4.6% to $271,000 for the three months ended
October 31, 1999 from $259,000 for the three months ended October 31, 1998.

Depreciation and amortization  expense increased 55.0% to $462,000 for the three
months ended  October 31, 1999 from  $298,000 for the three months ended October
31, 1998. The increase is attributable to scheduled  depreciation of advertising
display  structures  primarily  associated  with  acquisitions  as  well  as the
amortization of goodwill and non-compete covenants.

The above factors contributed to the decrease in outdoor  advertising  operating
income of 15.6% to $331,000  for the three  months  ended  October 31, 1999 from
$392,000 for the three months ended October 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
outdoor  advertising  increased  14.9% to $793,000  for the three  months  ended
October 31, 1999 from $690,000 for the three months ended October 31, 1998.  The
EBITDA  margin for outdoor  advertising  increased to 40.0% for the three months
ended  October 31, 1999 as compared to 39.8% for the three months ended  October
31, 1998.

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 to $141,000 for the three months
ended  October  31, 1999 as compared  to  $124,000  for the three  months  ended
October 31, 1998.

                                       17
<PAGE>



Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture  and fixtures and vehicles.  Depreciation  and  amortization  expenses
increased to $33,000 for the three months ended  October 31, 1999 as compared to
$30,000 for the three months ended October 31, 1998.

Interest  expense  increased  by 92.2% to $490,000  for the three  months  ended
October 31, 1999 as compared to $255,000 for the three months ended  October 31,
1998. The increase is primarily  attributable to the increase in debt associated
with the  Company's  acquisitions  and the new  travel  center  that  opened  in
February 1999.

Non-operating  income,  net,  includes  gains  and/or  losses  from the sales of
assets,   interest  income,  and  a  casualty  gain  from  insurance   coverage.
Non-operating  income,  net,  increased 1703.2% to $559,000 for the three months
ended October 31, 1999 as compared to $31,000 for the three months ended October
31, 1998.

Income before income taxes increased 4.7% to $425,000 for the three months ended
October 31, 1999 as compared to $406,000 for the three months ended  October 31,
1998. As a percentage of gross revenues, income before income taxes decreased to
4.8% for the three  months  ended  October  31, 1999 as compared to 5.1% for the
three months ended October 31, 1998.

Income  taxes were  $166,000  for the three  months  ended  October  31, 1999 as
compared to $163,000 for the three months ended  October 31, 1998, as the result
of higher pretax income.

The foregoing factors  contributed to a increase in the Company's net income for
the three months ended  October 31, 1999 to $259,000 as compared to $243,000 for
the three months ended October 31, 1998.

Increases in depreciation  and  amortization  as well as interest  expenses have
been  substantial  during the nine and three  months  ended  October  31,  1999.
Management  expects  depreciation  and  amortization  and  interest  expense  to
continue to be high which may lead to future net losses.

Liquidity and Capital Resources

At October  31,1999,  the Company had  working  capital of $3.564  million and a
current  ratio of 1.7:1,  compared  to working  capital of $5.495  million and a
current  ratio of 2.7:1 at January 31,  1999.  Net cash  provided  by  operating
activities  was $2.724  million  for the nine months  ended  October 31, 1999 as
compared to net cash provided by operating  activities of $1,126 million for the
nine months ended October 31, 1998.  Net cash provided in the current  period is
primarily   attributable  to  increased   depreciation  and  amortization   from
acquisitions and loan fees and deferred taxes on casualty gain.

Net cash used for  investing  activities  for the nine months ended  October 31,
1999 was $4.905  million,  of which  $4.144  million was used for  purchases  of
property and equipment and $1.516  million was used for  acquisitions  partially
offset by proceeds from insurance of $699,000. For the nine months ended October
31, 1998, net cash used for investing  activities was $5.079  million,  of which
$3.084 was used for purchases of property and  equipment and $2.047  million was
used for acquisitions.

Net cash provided by financing  activities for the nine months ended October 31,
1999 was $2.009  million as compared to $1.600 million for the nine months ended
October  31,  1998.  At October 31, 1999 and 1998  financing  activities  were a
result of borrowings and payments on debt.

Although the Company does not have any  agreements  in place,  it will  continue
discussions with acquisition  candidates.  The Company has not executed a letter
of  intent  or  other  agreement,  binding  or  non-binding,  to make  any  such
acquisitions.  Any such  acquisition  would be  subject to the  negotiation  and
execution of definitive agreements, appropriate financing arrangements,

                                       18
<PAGE>


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.  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.


Impact of the Year 2000

The Year 2000 Issue is the result of computer  programs  that were written using
two digits rather than four to define the applicable  year. As a result,  any of
the Company's computer programs that have date-sensitive  software may recognize
a date using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations  which could result in disruptions in the
operations of the Company and its suppliers and customers.

State of  Readiness.  The Company has  conducted a  comprehensive  review of its
computer  systems to identify  those portions that could be affected by the Year
2000 Issue.  The  evaluation  revealed that the Company's  network  hardware and
operating system, voice mail system, e-mail system, and accounting software were
the  major  resources  that have Year 2000  compliance  issues.  The  identified
systems are  "off-the-shelf"  products  with Year 2000  compliant  versions  now
available which are being implemented at this time.

The Company has completed its survey of its significant suppliers,  vendors, and
pertinent  institutions  to  determine  the  extent  to  which  the  Company  is
vulnerable to those third parties'  failure to remediate their Year 2000 issues.
The survey  results  indicate  that the  respondents  are aware of the Year 2000
issue and are taking action to minimize or eliminate its effect on their ability
to properly  provide goods and services after January 1, 2000. Some  respondents
declare that they have  eliminated any negative impact while others are still in
that process.  Although the survey  appears to indicate that the Company  should
have no major concerns about its suppliers'  ability to properly  provided goods
and services  after January 1, 2000,  there can be no guarantee that the systems
of other  companies  on which  the  Company's  business  relies  will be  timely
converted or that failure to convert by another company, or a conversion that is
incompatible  with the  Company's  systems,  would not have a  material  adverse
effect on the Company and its operations.

Costs to Address  Year 2000  Issues.  As of October  31,  1999,  no  significant
incremental costs have been incurred.  The Company estimates that, over the next
three months,  that the costs associated with the  implementation  plan will not
exceed $50,000.

Risks  Associated with Year 2000 Issues.  The Company's  failure to resolve Year
2000  Issues  on  or  before   December   31,   1999  could   result  in  system
miscalculations causing disruption in operations, including, among other things,
a temporary inability to process transactions, send invoices, determine payments
due,  send  and/or  receive  e-mail,   or  engage  in  similar  normal  business
activities.  Additionally,  failure  of third  parties  upon whom the  Company's
business  relies to timely  remediate  their Year 2000  Issues  could  result in
disruptions in the Company's  supply of inventory,  late,  missed,  or unapplied
payments,  temporary disruptions in order processing, and other general problems
related to the Company's daily operations.  The Company presently believes that,
with  modifications  to existing  software  and  conversions  to new software in
process,  the Year 2000 problem will not pose significant  operational  problems
for the Company.

Contingency Plan. The Company has not determined any specific risks that need to
be addressed by a  contingency  plan.  By year end the Company  believes that we
will have devoted the resources  necessary to determine if any significant risks
exist and will address any contingency plans as any unforeseen risks arise.

                                       19
<PAGE>




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  majority  of debt  equals  LIBOR  plus the
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  borrowings.
Increases  (decreases)  in the interest  rates  applicable to  borrowings  would
result in increased  (decreased)  interest expense and a reduction (increase) in
the company's net income.  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.

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). No reports  were filed on Form 8-K during the nine  months  ended
               October 31, 1999.

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 15, 1999
                                     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)


                                       20
<PAGE>