BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES





                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 July 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              (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 September  13, 2000,  4,390,098  shares of the issuer's  common stock were
outstanding.


<PAGE>



                                      INDEX


                          PART I. FINANCIAL INFORMATION



Item 1.           Consolidated Financial Statements                     Page No.

                  Consolidated Balance Sheets as of
                  July 31, 2000 and January 31, 2000...........................2

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

                  Consolidated Statement of Stockholders'
                  Equity for the Six Months Ended July 31, 2000................5

                  Consolidated  Statements  of Cash  Flows for the
                  Three and Six Months Ended July 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.................................................17

                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings...........................................17

Item 2.           Changes in Securities and Use of Proceeds...................17

Item 3.           Defaults Upon Senior Securities.............................17

Item 4.           Submission of Matters to a Vote of Security Holders.........17

Item 5.           Other Information...........................................18

Item 6.           Exhibits and Reports on Form 8-K ...........................18

                  Signatures .................................................18





                                       1
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES







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>
                                                                         July 31,                January 31,
                                                                           2000                     2000
                                                                       (Unaudited)
                                                                  --------------------      --------------------
Current assets:
      Cash and cash equivalents                                     $         3,136            $         1,559
      Accounts receivable, Outdoor Advertising, net                             678                        595
      Accounts receivable, other                                                259                        559
      Accounts receivable, related parties                                      123                        122
      Inventories                                                             3,448                      3,534
      Prepaid expenses and other current assets                                 946                        693
      Income taxes                                                              174                        849
      Notes receivable, related parties                                          14                         14
                                                                  --------------------       --------------------

      Total current assets                                                    8,778                      7,925


Property & equipment, net                                                    30,289                     30,556

Intangible assets, net                                                        1,869                      2,024

Other assets                                                                    424                        276
                                                                  --------------------       --------------------
      Total assets                                                  $        41,360            $        40,781
                                                                  ====================       ====================




                                                                     (Continued)

</TABLE>




                                       2
<PAGE>




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

<TABLE>
<S>
                                                                           <C>                          <C>
                                                                         July 31,                 January 31,
                                                                           2000                       2000
                                                                       (Unaudited)
                                                                  --------------------      ---------------------

Current liabilities:

      Short-term borrowings, bank                                   $           907           $            242
      Accounts payable                                                        1,381                      1,417
      Current installments of long-term debt                                  1,568                      1,503
      Accrued liabilities                                                       624                        455
      Deferred income                                                           233                        142
                                                                  --------------------      ---------------------

      Total current liabilities                                               4,713                      3,759

Deferred income taxes                                                           972                        898

Long-term debt, less current installments                                    20,074                     20,886
                                                                  --------------------      ---------------------

      Total liabilities                                                      25,759                     25,543


Stockholders' equity:
      Common stock, $.001 par value; authorized 100,000,000
        shares; issued and outstanding 4,389,098 and                              4                          4
        4,384,848 shares

      Additional paid-in capital                                             11,621                     11,604

      Retained earnings                                                       3,976                      3,630
                                                                  --------------------      ---------------------
      Total stockholders' equity                                    $        15,601           $         15,238
                                                                  --------------------      ---------------------
Total liabilities and stockholders' equity                          $        41,360           $         40,781
                                                                  ====================      =====================

</TABLE>

                     See accompanying notes to consolidated
                             financial statements.





                                       3
<PAGE>


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

<TABLE>
<S>
                                             <C>                <C>                   <C>             <C>
                                               Three Months Ended                       Six Months Ended
                                        ---------------------------------       --------------------------------

                                           July 31,           July 31,              July 31,        July 31,
                                             2000               1999                  2000            1999
                                         (Unaudited)        (Unaudited)           (Unaudited)      (Unaudited)
                                        ---------------   ---------------       ---------------   --------------


Gross sales                              $     10,192      $      9,861          $     19,014      $    17,908


Less discounts on sales                           110               102                   201              181
                                        ---------------   ---------------       ---------------   --------------
       Net sales                               10,082             9,759                18,813           17,727


Cost of goods sold                              6,363             6,174                12,138           11,188
                                        ---------------   ---------------       ---------------   --------------
      Gross profit                              3,719             3,585                 6,675            6,539

General and administrative expenses            (1,995)           (2,033)               (3,862)          (3,953)


Depreciation and amortization                    (682)             (631)               (1,353)          (1,201)
                                        ---------------   ---------------       ---------------   --------------
       Operating income                         1,042               921                 1,460            1,385


Non-operating income (expense):
       Interest income                             36                26                    57               49
       Gain from insurance proceeds                 -               227                     -              227
       Gain on sale of property and
          equipment                                37                10                   131               15
       Interest expense                          (560)             (479)               (1,076)            (909)
                                        ---------------   ---------------       ---------------   --------------
       Total non-operating income
       (expense)                                 (487)             (216)                 (888)            (618)
                                        ---------------   ---------------       ---------------   --------------
Income before income taxes                        555               705                   572              767

Income taxes                                      212               273                   226              300
                                        ---------------   ---------------       ---------------   --------------
Net income                               $        343      $        432          $        346      $       467
                                        ===============   ===============       ===============   ==============


Weighted average common shares              4,385,941         4,384,848              4,385,397        4,384,848

Weighted average common and
   potential dilutive common shares         4,457,647         4,384,848              4,445,604        4,384,848

Earnings per share
                     Basic               $       0.08      $       0.10          $        0.08     $       0.11
                                        ===============   ===============       ===============   ==============
                     Diluted             $       0.08      $       0.10          $        0.08     $       0.11
                                        ===============   ===============       ===============   ==============

</TABLE>

                     See accompanying notes to consolidated
                             financial statements.

                                       4
<PAGE>


                 Consolidated Statement of Stockholders' Equity
                        (In thousands, except share data)


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

                                                      For the Six Months Ended July 31, 2000
                                                                    (Unaudited)
                                  ------------------------------------------------------------------------------------



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

Balance at January 31, 2000           4,384,848         $   4        $  11,604         $ 3,630          $ 15,238

Stock option exercises                    4,250                             17                                17

Net income                                                                                 346               346
                                  ------------------------------------------------------------------------------------
Balance at July 31, 2000              4,389,098         $   4        $  11,621        $  3,976         $  15,601
                                  ====================================================================================

</TABLE>


















                     See accompanying notes to consolidated
                             financial statements.


                                       5
<PAGE>


                      Consolidated Statements of Cash Flows
                                 (In thousands)
<TABLE>
<S>
                                                                      <C>                      <C>
                                                                           For the Six Months Ended
                                                                 ------------------------------------------

                                                                     July 31,                  July 31,
                                                                       2000                      1999
                                                                   (Unaudited)               (Unaudited)
                                                                 -----------------        -----------------
Cash flows from operating activities:
      Net income                                                             346                      467
      Adjustments to reconcile net income to net
          cash provided by operating activities:
             Depreciation and amortization                         $       1,353            $       1,201
             Amortization of loan fees                                        89                       78
             Provision for bad debts                                          57                       18
             Gain from insurance proceeds                                      -                     (227)
             Gain on sales of property and equipment                        (131)                     (15)
             Deferred income taxes                                            74                      187
             Imputed interest                                                  5                        6
             Changes in operating assets and
                liabilities, net
                                                                 -----------------        -----------------
               Net cash provided by operating activities                   2,695                    2,446

Cash flows from investing activities:
      Proceeds from sale of assets                                           202                       31
      Business acquisitions                                                    -                   (1,516)
      Purchases of property and equipment, net                            (1,257)                  (2,814)
      Proceeds from insurance                                                  -                      599
      Capital received from partnership                                        -                       15
      Proceeds from notes receivable, net                                      7                        2
                                                                 -----------------        -----------------
               Net cash used in investing activities                      (1,048)                  (3,683)

Cash flows from financing activities:
      Short-term borrowings, bank, net                                       665                      569
      Borrowings on long-term debt                                            48                    1,750
      Payments on long-term debt                                            (800)                    (652)
      Proceeds from stock option exercises                                    17                        -
                                                                 -----------------        -----------------
               Net cash (used in) provided by financing
               activities                                                    (70)                   1,667

Net increase in cash and cash equivalents                                  1,577                      430
Cash and cash equivalents at beginning of period                           1,559                    2,199
                                                                 -----------------        -----------------
Cash and cash equivalents at end of period                        $        3,136            $       2,629
                                                                 =================        =================
</TABLE>

                                                                     (Continued)

                                       6
<PAGE>






                Consolidated Statements of Cash Flows, Continued
                                 (In thousands)

<TABLE>
<S>
                                                                         <C>                      <C>
                                                                      July 31,                July 31,
                                                                        2000                   1999
                                                                    (Unaudited)             (Unaudited)
                                                                 -----------------        -----------------

Supplemental disclosure of cash flow information:

     Sale of property and equipment in exchange
     for note receivable                                           $         166            $           -
                                                                 =================        =================


     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>



             Notes to Consolidated Financial Statements (Unaudited)


1.   The  consolidated  financial  statements for the three and six months ended
     July  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.   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.

3.   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 July 31,
                                ---------------------------------------------------------------------------------
                                                2000                                      1999
                                --------------------------------------   ----------------------------------------
                                  Income        Shares      Per Share       Income         Shares     Per Share
                                (Numerator)  (Denominator)   Amount       (Numerator)   (Denominator)   Amount

Basic EPS - net income           $ 343,000     4,385,941     $  0.08       $ 432,000      4,384,848    $  0.10
                                                           ----------                                -----------

Effect of Dilutive Securities
Stock options                                     71,706                                         -
                                ------------ --------------              -------------- -------------
Diluted EPS - net income         $ 343,000     4,457,647     $  0.08       $ 432,000      4,384,848    $  0.10
                                ============ ============== ==========   ============== ============= ===========



                                                           Six months ended July 31,
                                ---------------------------------------------------------------------------------
                                                2000                                      1999
                                --------------------------------------   ----------------------------------------
                                  Income        Shares      Per Share       Income         Shares     Per Share
                                (Numerator)  (Denominator)   Amount       (Numerator)   (Denominator)   Amount

Basic EPS - net income           $ 346,000     4,385,397      $ 0.08       $ 467,000      4,384,848    $  0.11
                                                            ----------                                -----------
Effect of Dilutive Securities
Stock options                                     60,207                                         -
                                ------------ --------------              -------------- -------------
Diluted EPS - net income         $ 346,000     4,445,604      $ 0.08       $ 467,000      4,384,848    $  0.11
                                ============ ============== ==========   ============== ============= ===========

</TABLE>


                                       8
<PAGE>


4.   Segment Information:  Travel center operations, which represents 77 percent
     of net sales of the  Company,  and outdoor  advertising  operations,  which
     represents 23 percent of net sales, are the Company's  reportable  segments
     under SFAS No. 131,  Disclosure about Segments of an Enterprise and Related
     Information.  The travel  center  segment  provides  for 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 10 percent of  consolidated  net
     sales in any period.

     Effective  February 1, 2000, the Company measures its segments'  results of
     operations  (segment  profit)  based on  operating  income  less  allocable
     interest expense. Accordingly, segment profit for all periods presented has
     been  retroactively  restated  to  conform  to the  new  presentation.  The
     accounting  policies used to measure  segment results of operations are the
     same as those described in note 1 to the consolidated  financial statements
     included in Form 10-K for the year ended January 31, 2000.

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

<TABLE>
<S>
          <C>                      <C>               <C>                <C>                 <C>
                                   Travel          Outdoor
                                   Center        Advertising          Corporate            Total
       (in thousands)            Operations       Operations        and other (1)
                               --------------   ---------------    ---------------    ---------------
       Three months
      ended July 31,

 Net sales (2)
                      2000       $   7,877            2,205                  -             10,082
                      1999           7,761            1,998                  -              9,759

 Segment profit (3)
 (Income before
 income taxes)

                      2000       $     634               62               (141)               555
                      1999             557               87                 61                705


        Six months
      ended July 31,

 Net sales (2)

                      2000  $       14,552            4,261                  -             18,813
                      1999          13,891            3,836                  -             17,727
 Segment profit (3)
 (Income before
 income taxes)

                      2000  $          772               20               (220)               572
                      1999             710              147                (90)               767
</TABLE>


     (1)  Corporate  and other results of  operations  include costs  associated
          with certain members of executive management, the corporate accounting
          and finance  function and other typical  administrative  functions not
          considered in assessing segment profit.

     (2)  There were no inter-segment sales.

     (3)  Management does not consider interest income, non-operating income and
          expense  amounts or income tax  expense  in the  determination  of the
          operating performance of the reportable segments.  However, the amount
          reported  for  corporate  and  other  includes   interest  income  and
          non-operating  income and expense.  The total segment profit agrees to
          income before income taxes in the consolidated statements of income.


                                       9
<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 July 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 operates in two industry  segments,  outdoor  advertising and travel
centers.  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.












                                       10
<PAGE>


Results of Operations

The following  table presents  certain income and expense items derived from the
Consolidated  Statements  of Income for the three and six  months  ended July 31
(unaudited and amounts in thousands):
<TABLE>
<S>
                                                     <C>              <C>                <C>           <C>
                                                      Six Months Ended                   Three Months Ended
                                                   2000              1999              2000               1999
                                                   ----------------------              -----------------------
Travel centers:
      Gross sales                               $  14,753         $  14,072          $   7,987         $   7,863
      Discounts on sales                              201               181                110               102
                                                -----------       -----------        -----------       -----------
      Net sales                                    14,552            13,891              7,877             7,761
      Cost of sales                                10,171             9,475              5,361             5,261
                                                -----------       -----------        -----------       -----------
                                                    4,381             4,416              2,516             2,500
      General and administrative expenses           3,042             3,160              1,592             1,652
      Depreciation and amortization                   298               294                151               161
                                                -----------       -----------        -----------       -----------
      Operating income                              1,041               962                773               687
      Interest expense                                269               252                139               130
                                                -----------       -----------        -----------       -----------
      Segment profit                                  772               710                634               557

Outdoor advertising:
      Gross sales                                   4,261             3,836              2,205             1,998
      Direct operating expenses                     1,967             1,713              1,002               913
                                                -----------       -----------        -----------       -----------
                                                    2,294             2,123              1,203             1,085
      General and administrative expenses             540               514                260               236
      Depreciation and amortization                   976               846                486               433
                                                -----------       -----------        -----------       -----------
      Operating income                                778               763                457               416
      Interest expense                                758               616                395               329
                                                -----------       -----------        -----------       -----------
      Segment profit                                   20               147                 62                87

Corporate and other:
      General and administrative expenses            (280)             (279)              (143)             (145)
      Depreciation and amortization                   (79)              (61)               (45)              (37)
      Interest expense                                (49)              (41)               (26)              (20)
      Other income, net                               188               291                 73               263
                                                -----------       -----------        -----------       -----------

Income before income taxes                            572               767                555               705
Income taxes                                          226               300                212               273
                                                -----------       -----------        -----------       -----------
Net income                                       $    346          $    467           $    343          $    432
                                                ===========       ===========        ===========       ===========

EBITDA(1) - Travel centers                       $   1,339         $   1,256          $     924         $     848
                                                ===========       ===========        ===========       ===========
EBITDA - Outdoor advertising                     $   1,754         $   1,609          $     943         $     849
                                                ===========       ===========        ===========       ===========
EBITDA - Total company                           $   2,813         $   2,586          $   1,724         $   1,552
                                                ============      ===========        ===========       ===========

EBITDA margin - Travel centers                        9.1%              8.9%              11.6%             10.8%
                                                ============      ===========        ===========       ===========
EBITDA margin - Outdoor advertising                  41.2%             41.9%              42.8%             42.5%
                                                ============      ===========        ===========       ===========
EBITDA margin - Total company                        14.8%             14.4%              16.9%             15.7%
                                                ============      ===========        ===========       ===========
</TABLE>

                                                                     (Continued)

                                       11
<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 Six Months Ended July 31, 2000 and July 31, 1999

Outdoor  Advertising.   Gross  sales  from  the  Company's  outdoor  advertising
increased  11.1% to $4.261 million for the six months ended July 31, 2000,  from
$3.836  million  for the six  months  ended  July 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  14.8% to $1.967 million for the six
months  ended July 31, 2000,  from $1.713  million for the six months ended July
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 six months ended July 31, 2000 was 46.2%
compared to 44.7% for the six months ended July 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  $540,000 for the six months ended July 31, 2000,
compared to $514,000 for the six months ended July 31, 1999.

Depreciation  and amortization  expense  increased 15.4% to $976,000 for the six
months  ended July 31,  2000,  from  $846,000  for the six months ended July 31,
1999.  The increase is  attributable  to scheduled  depreciation  of advertising
display  structures  as well as the  amortization  of goodwill  and  non-compete
covenants.

The above factors contributed to the increase in outdoor  advertising  operating
income of 2.0% to $778,000 for the six months ended July 31, 2000, from $763,000
for the six months ended July 31, 1999.

Interest  expense  increased 23.1% to $758,000 for the six months ended July 31,
2000,  from  $616,000 for the six months  ended July 31, 1999 due to  additional
borrowings to fund acquisitions and internal development.

Segment  profit  decreased  86.4% to $20,000  for the six months  ended July 31,
2000, from $147,000 for the six months ended July 31, 1999 primarily as a result
of increases in depreciation and amortization, and interest expense.

EBITDA for  outdoor  advertising  increased  9.0% to $1.754  million for the six
months  ended July 31, 2000,  from $1.609  million for the six months ended July
31, 1999. The EBITDA margin for outdoor  advertising  decreased to 41.2% for the
six months ended July 31, 2000,  compared to 41.9% for the six months ended July
31, 1999.

                                       12
<PAGE>

Travel Centers. Gross sales at the Company's travel centers increased by 4.8% to
$14.753 million for the six months ended July 31, 2000, from $14.072 million for
the six months ended July 31, 1999.  Merchandise  sales increased 1.1% to $5.257
million for the six months ended July 31, 2000,  from $5.200 million for the six
months ended July 31, 1999.  Gasoline sales increased 8.6% to $7.114 million for
the six months ended July 31, 2000,  from $6.551  million for the same period in
1999.  Wholesale  gasoline sales  increased 16.2% to $945,000 for the six months
ended July 31,  2000,  from  $813,000  for the six months  ended July 31,  1999.
Restaurant  sales decreased 4.7% to $1.437 million for the six months ended July
31, 2000, from $1.508 million for the six months ended July 31, 1999.

Cost of goods sold for the travel centers  increased 7.3% to $10.171 million for
the six months ended July 31, 2000, from $9.475 million for the six months ended
July 31, 1999.  Merchandise  cost of goods  increased 0.5% to $2.350 million for
the six months ended July 31, 2000, from $2.338 million for the six months ended
July 31, 1999. Gasoline cost of goods increased 10.4% to $6.520 millions for the
six months  ended July 31,  2000,  from $5.905  million for the six months ended
July 31, 1999.  Wholesale gasoline cost of goods increased 17.1% to $917,000 for
the six months ended July 31, 2000,  from $783,000 for the six months ended July
31,  1999.  Restaurant  cost of goods  decreased  14.5% to $384,000  for the six
months  ended July 31,  2000,  from  $449,000  for the six months ended July 31,
1999.  Cost of goods sold as a percentage  of gross  revenues for the six months
ended July 31, 2000 was 68.9%  compared  to 67.3% for the six months  ended July
31, 1999.

Gross profit for the travel  centers  slightly  decreased 0.8% to $4.381 million
for the six months ended July 31, 2000,  from $4.416  million for the six months
ended July 31,  1999.  Lower  margins on  convenience  store  product  sales and
gasoline  sales for the six months ended July 31, 2000  continued to  negatively
impact 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
decreased  3.7% to $3.042  million for the six months ended July 31, 2000,  from
$3.160 million for the six months ended July 31, 1999.

Depreciation  and  amortization  expense  increased 1.4% to $298,000 for the six
months  ended July 31,  2000,  from  $294,000  for the six months ended July 31,
1999.

The above factors  contributed to an overall increase in travel center operating
income of 8.2% to $1.041  million for the six months ended July 31,  2000,  from
$962,000 for the six months ended July 31, 1999.

Interest  expense  increased  6.7% to $269,000 for the six months ended July 31,
2000, from $252,000 for the six months ended July 31, 1999.

Segment profit increased 8.7% to $772,000 for the six months ended July 31, 2000
from  $710,000 for the six months  ended July 31, 1999  primarily as a result of
increases  in  gross  sales  with  a  corresponding   decrease  in  general  and
administrative expenses.

EBITDA for travel  centers  increased  6.6% to $1.339 million for the six months
ended July 31, 2000, from $1.256 million for the six months ended July 31, 1999.
The EBITDA margin for travel centers  increased to 9.1% for the six months ended
July 31, 2000, compared to 8.9% for the six months ended July 31, 1999.

                                       13
<PAGE>

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 $280,000 for the six months
ended July 31, 2000, from $279,000 for the six months ended July 31, 1999.

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 $79,000 for the six months  ended July 31,  2000,  from $61,000 for
the six months ended July 31, 1999.

Interest  expense  increased  19.5% to $49,000 for the six months ended July 31,
2000, from $41,000 for the six months ended July 31, 1999.

Other  income,  net,  includes  gains and/or losses from the sales of assets and
interest  income.  Other income,  net,  decreased  35.4% to $188,000 for the six
months  ended July 31,  2000,  from  $291,000  for the six months ended July 31,
1999.  The  decrease  is  primarily  due to a  one-time  gain of  $227,000  from
insurance proceeds in fiscal year 2000 not present in fiscal year 2001.

Income before income taxes  decreased 25.4% to $572,000 for the six months ended
July 31,  2000,  from  $767,000  for the six months  ended July 31,  1999.  As a
percentage of gross  revenues,  income before income taxes decreased to 3.0% for
the six months ended July 31, 2000,  from 4.3% for the six months ended July 31,
1999.

Income taxes were  $226,000 for the six months ended July 31, 2000,  compared to
$300,000 for the six months  ended July 31, 1999,  as the result of lower pretax
income.

The foregoing factors contributed to an increase in the Company's net income for
the six months ended July 31, 2000 to $346,000  compared to $467,000 for the six
months ended July 31, 1999.

Increases in depreciation and amortization as well as interest expense have been
substantial.  Management  expects  depreciation  and  amortization  and interest
expense to continue to increase which may lead to future net losses.

Comparison of the Three Months Ended July 31, 2000 and July 31, 1999

Outdoor  Advertising.   Gross  sales  from  the  Company's  outdoor  advertising
increased 10.4% to $2.205 million for the three months ended July 31, 2000, from
$1.998  million for the three  months  ended July 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 9.7% to $1.002 million for the three
months  ended July 31, 2000,  from  $913,000 for the three months ended July 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 July 31, 2000 was 45.4%  compared to
45.7% for the three months ended July 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 $260,000 for the three months ended July 31, 2000,
compared to $236,000 for the three months ended July 31, 1999.

                                       14
<PAGE>

Depreciation and amortization  expense increased 12.2% to $486,000 for the three
months  ended July 31, 2000,  from  $433,000 for the three months ended July 31,
1999.  The increase is  attributable  to scheduled  depreciation  of advertising
display  structures  as well as the  amortization  of goodwill  and  non-compete
covenants.

The above factors contributed to the increase in outdoor  advertising  operating
income of 9.9% to  $457,000  for the three  months  ended  July 31,  2000,  from
$416,000 for the three months ended July 31, 1999.

Interest expense increased 20.1% to $395,000 for the three months ended July 31,
2000,  from  $329,000 for the three months ended July 31, 1999 due to additional
borrowings to fund acquisitions and internal development.

Segment  profit  decreased  28.7% to $62,000 for the three months ended July 31,
2000,  from  $87,000 for the three  months  ended July 31, 1999  primarily  as a
result of increases in depreciation and amortization, and interest expense.

EBITDA for outdoor advertising  increased 11.1% to $943,000 for the three months
ended July 31, 2000, from $849,000 for the three months ended July 31, 1999. The
EBITDA  margin for outdoor  advertising  increased to 42.8% for the three months
ended July 31, 2000, compared to 42.5% for the three months ended July 31, 1999.

Travel Centers. Gross sales at the Company's travel centers increased by 1.6% to
$7.987 million for the three months ended July 31, 2000, from $7.863 million for
the three months ended July 31, 1999. Merchandise sales decreased 0.9% to $3.032
million for the three months ended July 31,  2000,  from $3.061  million for the
three  months  ended July 31,  1999.  Gasoline  sales  increased  3.8% to $3.628
million for the three months ended July 31,  2000,  from $3.495  million for the
same period in 1999.  Wholesale  gasoline sales  increased 15.8% to $536,000 for
the three months ended July 31, 2000,  from  $463,000 for the three months ended
July 31, 1999.  Restaurant sales decreased 6.3% to $791,000 for the three months
ended July 31, 2000, from $844,000 for the three months ended July 31, 1999.

Cost of goods sold for the travel  centers  increased 1.9% to $5.361 million for
the three months ended July 31, 2000,  from $5.261  million for the three months
ended July 31, 1999.  Merchandise cost of goods decreased 4.2% to $1.339 million
for the three  months  ended July 31,  2000,  from $1.398  million for the three
months  ended July 31, 1999.  Gasoline  cost of goods  increased  3.7% to $3.290
millions for the three months ended July 31, 2000,  from $3.174  million for the
three months ended July 31, 1999.  Wholesale  gasoline  cost of goods  increased
16.8% to $521,000 for the three months  ended July 31, 2000,  from  $446,000 for
the three months ended July 31, 1999.  Restaurant  cost of goods decreased 13.2%
to $211,000  for the three months  ended July 31,  2000,  from  $243,000 for the
three months ended July 31,  1999.  Cost of goods sold as a percentage  of gross
revenues for the three  months  ended July 31, 2000 was 67.1%  compared to 66.9%
for the three months ended July 31, 1999.

Gross profit for the travel  centers  increased  0.6% to $2.516  million for the
three months ended July 31, 2000, from $2.500 million for the three months ended
July 31, 1999.  Lower  margins on  convenience  store product sales and gasoline
sales for the three months ended July 31, 2000  continued to  negatively  impact
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
decreased 3.6% to $1.592 million for the three months ended July 31, 2000,  from
$1.652 million for the three months ended July 31, 1999.

                                       15
<PAGE>

Depreciation and amortization  expense  decreased 6.2% to $151,000 for the three
months  ended July 31, 2000,  from  $161,000 for the three months ended July 31,
1999.

The above factors  contributed to an overall increase in travel center operating
income of 12.5% to  $773,000  for the three  months  ended July 31,  2000,  from
$687,000 for the three months ended July 31, 1999.

Interest expense  increased 6.9% to $139,000 for the three months ended July 31,
2000, from $130,000 for the three months ended July 31, 1999.

Segment profit  increased  13.8% to $634,000 for the three months ended July 31,
2000 from  $557,000  for the three  months  ended July 31, 1999  primarily  as a
result of decreases in general and administrative  expenses and depreciation and
amortization.

EBITDA for travel centers  increased 9.0% to $924,000 for the three months ended
July 31, 2000,  from  $848,000  for the three  months  ended July 31, 1999.  The
EBITDA  margin  for travel  centers  decreased  slightly  to 11.6% for the three
months  ended July 31,  2000,  compared to 10.8% for the three months ended July
31, 1999.

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 decreased to $143,000 for the three months
ended July 31, 2000, from $145,000 for the three months ended July 31, 1999.

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 $45,000 for the three months ended July 31, 2000,  from $37,000 for
the three months ended July 31, 1999.

Interest expense  increased 30.0% to $26,000 for the three months ended July 31,
2000, from $20,000 for the three months ended July 31, 1999.

Other  income,  net,  includes  gains and/or losses from the sales of assets and
interest  income.  Other income,  net,  decreased 72.2% to $73,000 for the three
months  ended July 31, 2000,  from  $263,000 for the three months ended July 31,
1999. The decrease is due to a one-time gain from insurance proceeds of $227,000
first quarter of fiscal year 2000 not present in fiscal year 2001.

Income  before  income  taxes  decreased  21.3% to $555,000 for the three months
ended July 31, 2000,  from $705,000 for the three months ended July 31, 1999. As
a percentage of gross revenues, income before income taxes decreased to 5.4% for
the three months ended July 31, 2000,  from 7.1% for the three months ended July
31, 1999, primarily as a result of increased depreciation and amortization,  and
interest expense.

Income taxes were $212,000 for the three months ended July 31, 2000, compared to
$273,000 for the three months ended July 31, 1999, as the result of lower pretax
income.

The foregoing factors  contributed to a decrease in the Company's net income for
the three  months  ended July 31, 2000 to $343,000  compared to $432,000 for the
three months ended July 31, 1999.




                                       16
<PAGE>



Liquidity and Capital Resources

At July 31,  2000,  the  Company  had  working  capital of $4.065  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  January  31,  2000.  Net cash  provided  by  operating
activities was $2.695  million for the six months ended July 31, 2000,  compared
to $2.446  million for the six months ended July 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 six months ended July 31, 2000 was
$1.048  million,  of which $1.257 million was used for purchases of property and
equipment, partially offset by proceeds from sales of assets. For the six months
ended July 31, 1999, net cash used for investing  activities was $3.683 million,
of which  $2.814 was used for  purchases of property  and  equipment  and $1.516
million was used for acquisitions.

Net cash used in financing activities for the six months ended July 31, 2000 was
$70,000 as compared to cash provided by financing  activities of $1.667  million
for the six months  ended July 31,  1999.  At July 31, 2000 and 1999,  financing
activities were primarily 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,
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.


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.

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


                                       17
<PAGE>

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 six months  ended
          July 31, 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:   September  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)







                                       18
<PAGE>