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 April 30, 1998

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

                         Commission File Number 0-21451

            BOWLIN Outdoor Advertising & Travel Centers Incorporated
             (Exact name of registrant as specified in its charter)


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

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


                     Issuer's telephone number: 505-266-5985


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ] 


As of June  12,  1998,  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
          April 30, 1998 and January 31, 1998...............................2

          Consolidated Statements of Income for the 
          Three Months Ended April 30, 1998 and 1997........................4

          Consolidated Statements of Stockholders'
          Equity for the three months ended April 30, 1998..................5

          Consolidated Statements of Cash Flows for 
          the Three Months Ended April 30, 1998 and 1997....................6

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

Item 2.   Management's Discussion and 
          Analysis or Plan of Operation.....................................9

Item 3.   Quantitative and Qualitative
          Disclosures About Market Risk....................................13


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings................................................14

Item 2.   Changes in Securities and Use of Proceeds........................14

Item 3.   Defaults Upon Senior Securities..................................14

Item 4.   Submission of Matters to a Vote of Security Holders..............14

Item 5.   Other Information................................................14

Item 6.   Exhibits and Reports on Form 8-K.................................14

          Signatures ......................................................14

                                       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)


                                                  April 30,         January 31, 
                                                    1998               1998     
                                                 (Unaudited)         (Audited)  
                                                 -----------         ---------  
Current assets:                                                                
  Cash and cash equivalents                      $     3,279        $     4,054 
  Accounts receivable, net                               688                579 
  Notes receivable, related parties -                                          
    current maturities                                    15                 30 
  Notes receivable - current maturities                   22                  7 
  Inventories                                          3,929              3,623 
  Prepaid expenses                                       506                448 
  Income taxes                                            34                 90 
  Other current assets                                     3                  4 
                                                 -----------        ----------- 
  Total current assets                                 8,476              8,835 
                                                                               
                                                                               
Investment and long-term receivables:                                          
  Investment in partnership                               17                 17 
  Notes receivable, related parties,                                           
    less current maturities                               43                 20 
  Notes receivable, less current                                               
    maturities                                            14                 59 
                                                 -----------        ----------- 
  Total investment and long-term                                               
    receivables                                           74                 96 
                                                                               
                                                                               
Property & equipment, net                             18,196             15,728 
                                                                               
Intangible assets, net                                 1,314              1,200 
                                                 -----------        ----------- 
                                                                               
  Total assets                                   $    28,060        $    25,859 
                                                 ===========        =========== 
                                                

                                                                    (Continued)
                                       2
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

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


                                                                     
                                                  April 30,         January 31, 
                                                    1998               1998     
                                                 (Unaudited)         (Audited)  
                                                 -----------        -----------
Current liabilities:                                                            
  Short-term borrowing, bank                     $       165        $       745 

  Accounts payable                                     1,393              1,351 
                                                 
  Long-term debt, current maturities                   1,107                779 
                                                                                
  Accrued liabilities                                    359                456 
                                                 -----------        -----------
  Total current liabilities                            3,024              3,331 
                                                                                
Deferred income taxes                                    215                177 
                                                                                
Long-term debt, less current maturities               10,449              8,124 
                                                 -----------        -----------
  Total liabilities                                   13,688             11,632 
                                                                                
                                                                                
Stockholders' equity                                                            
  Common stock, $.001 par value; authorized                                     
  100,000,000 shares; issued and outstanding     
  4,384,848 shares                                         4                  4 
                                                                                
  Additional paid-in capital                          11,604             11,604 
                                                                                
  Retained earnings                                    2,764              2,619
                                                 -----------        ----------- 
  Total stockholders' equity                          14,372             14,227 

                                                 -----------        ----------- 
  Total liabilities and stockholders' equity     $    28,060        $    25,859 
                                                 ===========        =========== 
                                                 

          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)


                                                   For the Three Months Ended
                                                 ------------------------------

                                                  April 30,          April 30,  
                                                    1998              1997      
                                                 (Unaudited)        (Unaudited) 
                                                 -----------        ----------- 
Gross sales                                      $     7,124              6,682 
Less discounts on sales                                   61                 77 
                                                 -----------        ----------- 
  Net sales                                            7,063              6,605 
                                                                               
Cost of goods sold                                     4,548              4,459 
                                                 -----------        ----------- 
  Gross profit                                         2,515              2,146 
                                                                               
General and administrative expenses                   (1,687)            (1,568)
                                                                                
Other operating income                                     1                 32 
                                                                                
Depreciation and amortization                           (409)              (218)
                                                 -----------        ----------- 
  Operating income                                       420                392 
                                                                                
Other non-operating income (expense):                                           
  Interest income                                         28                 82 
  Gain on sale of property and equipment                   4                105 
  Interest expense                                      (214)              (154)
                                                 -----------        ----------- 
  Total other non-operating income (expense), net       (182)                33 
                                                                               
                                                 -----------        ----------- 
Income before income taxes                               238                425 
                                                                               
Income taxes                                              93                170 
                                                 -----------        ----------- 
Net income                                       $       145                255 
                                                 ===========        =========== 
                                                                               
Weighted average common and common dilutive                                    
  potential shares outstanding                     4,384,848          4,384,848 
                                                                               
Earnings per share                                                             
  Basic and Diluted                              $       .03                .06 
                                                 ===========        =========== 
                                                                   

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity
                                 (In thousands)


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

                                                               For the Three Months Ended
                                                               --------------------------
                                                                 
                                                        Common         Additional                                  
                                        Number          stock,           pain-in          Retained                  
                                      of shares         at par           capital          earnings           Total  
                                      ---------         ------           -------          --------           -----  
Balance at January 31, 1998           4,384,848         $    4         $   11,604         $  2,619         $  14,227
                                                                                                                    
Net income                                                                                     145               145
                                      ---------         ------         ----------         --------         ---------
Balance at April 30, 1998             4,384,848         $    4         $   11,604         $  2,764         $  14,372
                                      =========         ======         ==========         ========         =========
                                                                                          
</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 Three Months Ended
                                                                           --------------------------------
                                                                            April 30,            April 30,
                                                                               1998                1997
                                                                           (Unaudited)          (Unaudited)
                                                                           -----------          -----------
Cash flows from operating activities:
  Net income                                                               $       145          $       255
    Adjustments to reconcile net income to net cash 
      provided by operating activities:
        Depreciation and amortization                                              409                  218
        Gain on sales of property and equipment                                     (4)                (105)
        Deferred income taxes                                                       38                   13
        Imputed interest                                                             8                    -
        Changes in operating assets and                                           
          liabilities                                                             (406)                (488)
                                                                           -----------          -----------
            Net cash provided by (used in) operating activities                    190                 (107)

Cash flows from investing activities:
  Proceeds from sale of assets                                                       8                    -
  Business acquisitions (note 2)                                                  (915)              (2,090)
  Purchases of property and equipment, net                                        (365)                (653)
  Proceeds (disbursements) on notes receivable, net                                 22                   (9)
                                                                           -----------          -----------
            Net cash used in investing activities                               (1,250)              (2,752)

Cash flows from financing activities:
  Borrowings on short-term debt                                                    165                    -
  Borrowings on long-term debt                                                   1,040                  464
  Payments on short-term debt                                                     (745)                (219)
  Payments on long-term debt                                                      (175)                   -
                                                                           -----------          -----------
            Net cash provided by financing activities                              285                  245

Net decrease in cash and cash equivalents                                         (775)              (2,614)
Cash and cash equivalents at beginning of period                                 4,054                7,519
                                                                           -----------          -----------
Cash and cash equivalents at end of period                                       3,279                4,905
                                                                           ===========          ===========
</TABLE>

                                                                     (Continued)
                                       6
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued
                                 (In thousands)


                                                      April 30,      April 30,  
                                                        1998           1998     
                                                     (Unaudited)    (Unaudited) 
                                                     -----------    ----------- 
Supplemental disclosure of cash flow information:                               
                                                                                
  Noncash investing and financing activities:                                   
    Acquisition of outdoor advertising assets                                   
      in exchange for long-term debt                 $     1,650    $     2,775 
                                                     ===========    =========== 
                                                                                
    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    $        74
      Prepaid expenses                                        31             15
      Billboards                                             595          1,090
      Vehicles and equipment                                  55             63
      Goodwill                                                 -            863
      Accounts payable                                         -            (15)
                                                     ===========    ===========
                                                     





          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


1.   The consolidated  financial statements for the three months ended April 30,
     1998  and  April  30,  1997  are  unaudited  and  reflect  all  adjustments
     (consisting only of normal recurring adjustments) which are, in the opinion
     of management,  necessary for a fair presentation of the financial position
     and operating results for the interim periods.  The condensed  consolidated
     financial  statements  should be read in conjunction  with the consolidated
     financial statements and notes,  together with management's  discussion and
     analysis of financial condition and results of operations, contained in the
     Company's  annual  report on Form 10-KSB for the fiscal year ended  January
     31, 1998.  Results of operations  for interim  periods are not  necessarily
     indicative of results that may be expected for the year as a whole.

2.   Acquisitions.  On  February  1, 1998,  the  Company  acquired  the  outdoor
     advertising assets of Big-Tex Outdoor Advertising  (Big-Tex) for 1,559,000.
     The Company paid $559,000 from the proceeds of the initial public  offering
     and  financed  $1,000,000  with  bank  debt.  Big-Tex  owned  and  operated
     approximately  285 poster and painted faces in the  Brownwood,  Texas metro
     area. The Company also entered into a non-compete agreement with the former
     principals  of  Big-Tex  for a  period  of ten  years  from the date of the
     acquisition,  payable in ten annual  installments  of $10,000  beginning in
     February 1999. The acquisition was accounted for as a purchase. The results
     of Big-Tex's  operations  have been combined  with the Company's  since the
     date of  acquisition.  The  purchase  price  was  allocated  to the  assets
     acquired based on their  estimated fair values and no goodwill was recorded
     in connection with the purchase.

     On March 3, 1998, the Company  acquired the outdoor  advertising  assets of
     Norwood Outdoor,  Inc. (Norwood) for $1,006,000.  The Company paid $350,000
     from the proceeds of the initial public offering,  $6,000 cash and financed
     $650,000  with bank debt.  Norwood  owned and  operated  approximately  140
     poster and painted  bulletin  faces in the Brady,  Texas  metro  area.  The
     acquisition  was  accounted  for as a purchase.  The  results of  Norwood's
     operations  have  been  combined  with  the  Company's  since  the  date of
     acquisition.  The purchase price was allocated to the assets acquired based
     on their  estimated  fair values and no goodwill was recorded in connection
     with the purchase.

     The following  unaudited proforma  consolidated  results of operations have
     been  prepared as if the  acquisitions  of Big-Tex and Norwood  occurred on
     February 1, 1998 and 1997.

                     (in thousands except per share amounts)

                                            Three Months Ended
                                                 April 30
                                               (unaudited)
                                               -----------

                                          1998              1997
                                          ----              ----

         Gross sales                   $   7,149         $   6,892
                            
         Net income                          140               243
                            
         Earnings per basic 
           and diluted share           $     .03         $     .06
                                       =========         =========


                                       8
<PAGE>

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

3.   Subsequent  Events:  On May 1,  1998  the  Company  purchased  the  outdoor
     advertising  assets of Edgar  Outdoor  Advertising  Co. for  $918,000.  The
     Company paid $18,000 cash at closing and $900,000  from the proceeds of the
     initial public offering.  Edgar owned and operated approximately 62 painted
     bulletin faces in central Texas.

     On June 1, 1998 the Company purchased the outdoor advertising assets of J &
     J Sign  Company,  located in Silver  City,  New Mexico.  The  Company  paid
     $275,000  from the proceeds of the initial  public  offering and will issue
     $100,000 of the  Company's  stock  within 180 days of closing  based on the
     closing  price  of the  stock on June 1,  1998.  J & J owned  and  operated
     approximately 40 painted bulletin faces in Southwestern New Mexico.

4.   Available  Financing:  On May 1, 1998, the Company  secured a $3.65 million
     loan  agreement  with  one of its  existing  lenders.  The note  carries  a
     variable  interest rate based on the bank's prime lending rate (8.5% on May
     1, 1998) and matures in May 2005. The primary  purpose of the agreement was
     to  consolidate   short-term   financing  for  three  outdoor   advertising
     acquisitions and the construction line of credit.


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

Overview

The  following is a  discussion  of the  consolidated  financial  condition  and
results of operations of the Company as of and for the two fiscal  periods ended
April 30, 1998 and 1997. 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-KSB for the fiscal year ended January 31, 1998.

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

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

                                       9
<PAGE>

Results of Operations

The following  table presents  certain income and expense items derived from the
Consolidated Statements of Income for the three months ended April 30 (unaudited
and amounts in thousands):

                                                                    % Incr/
                                              1998         1997      (Decr)
                                              ----         ----      ------
Travel centers:                                     
  Gross sales                               $  5,552      $ 5,602     (0.9%)
  Discounts on sales                              61           77    (20.8%)
                                            --------     --------
  Net sales                                    5,491        5,525     (0.6%)
  Cost of sales                                3,856        3,903     (1.2%)
                                            --------     --------
                                               1,635        1,622      0.8%
General and administrative expenses            1,325        1,262      5.0%
  Depreciation and amortization                  141           89     58.4%    
                                            --------     --------           
  Operating income                               169          271    (37.6%)
                                                       
Outdoor advertising:                                                  
  Gross sales                                  1,572        1,050     49.7%
  Direct operating expenses                      692          556     24.5%
                                            --------     --------
                                                 880          494     78.1%
  General and administrative expenses            251          164     53.0%
  Depreciation and amortization                  241           99    143.4%
                                            --------     --------
  Operating income                               388          231     68.0%
                                                        
Corporate and other:                                
  General and administrative expenses           (111)        (112)    (0.9%)
  Depreciation and amortization                  (27)         (30)   (10.0%)
  Interest expense                              (214)        (154)    39.0%
  Other income, net                               33          219    (84.9%)
                                            --------     --------
Income before taxes                              238          425    (40.0%)
                                                    
Income taxes                                      93          170    (45.3%)
                                            --------     --------
Net income                                  $    145     $    255    (43.1%)
                                            ========     ========
                                            

Comparison of the Three Months Ended April 30, 1998 and April 30, 1997

Travel Centers.  Gross sales at the Company's Travel Centers decreased  slightly
by 0.9% to $5.552  million for the three months ended April 30, 1998 from $5.602
million for the three months ended April 30,  1997.  This  decrease is primarily
attributable  to a 16.6%  reduction in restaurant  sales which were $639,000 for
the three months ended April 30,1998 compared with $766,000 for the three months
ended April  30,1997.  Gasoline  sales  decreased 3.2% to $2.973 million for the
three  months  ended  April 30,  1998 from  $3.071 for the same  period in 1997.
Wholesale gasoline  sales increased 76.6% to $279,000 for the three months ended

                                       10
<PAGE>

April 30,  1998,  as compared to $158,000  for the three  months ended April 30,
1997.  Merchandise sales increased 2.8% to $1.585 million for three months ended
April 30,1998 as compared to $1.542 million for the three months ended April 30,
1997. Cost of goods sold for the travel centers decreased 1.2% to $3.856 million
for the three  months  ended April 30,  1998 from  $3.903  million for the three
months ended April 30, 1997, primarily as result of the reduction in fuel prices
and restaurant goods which was offset by an increase of wholesale gasoline.

General and  administrative  expenses  for travel  centers  consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and  maintenance.  General and  administrative  expenses for the travel  centers
increased  to $1.325  million  for the three  months  ended  April 30, 1998 from
$1.262 million for the three months ended April 30, 1997.

Depreciation  and  amortization  expense  increased by 58.4% to $141,000 for the
three  months  ended April 30, 1998 as compared to $89,000 for the three  months
ended April 30, 1998. The increase is  attributable  to additions of depreciable
assets during the current interim periods.

The above factors  contributed to an overall decrease in travel center operating
income of 37.6% to  $169,000  for the three  months  ended  April  30,1998  from
$271,000 for the three months ended April 30, 1996.  This  decrease is primarily
attributable   to   increases  in  general  and   administrative   expenses  and
depreciation.

Outdoor  Advertising.   Gross  sales  from  the  Company's  Outdoor  Advertising
increased 49.7% to $1.572 million for the three months ended April 30, 1998 from
$1.050  million for the three  months  ended April 30,  1997.  The  increase was
primarily attributable to increased usage of available sign inventory, increases
in rates and the continual assimilation of the Company's acquisitions.

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.  Production  expenses
include  salaries  for  operations  personnel  and real estate  representatives,
property taxes,  materials and repairs and maintenance of advertising  displays.
Selling expenses consist  primarily of salaries and commissions for salespersons
and travel and entertainment  related to sales. Direct operating costs increased
24.5% to $692,000 for the three  months  ended April 30, 1998 from  $556,000 for
the three  months  ended  April 30,  1997,  principally  due to the  addition of
production personnel, the assimilation of direct operating costs associated with
the  acquisitions  and  increased  costs related to repairs and  maintenance  of
existing advertising displays.

General and administrative  expenses for outdoor advertising consist of salaries
and wages for administrative personnel,  insurance, legal fees, association dues
and  subscriptions   and  other  indirect   operating   expenses.   General  and
administrative expenses, as a result of additional personnel, increased 53.0% to
$251,000 for the three  months ended April 30, 1998 from  $164,000 for the three
months ended April 30, 1997.

Depreciation and amortization expense increased 143.4% to $241,000 for the three
months  ended April 30, 1998 from  $99,000 for the three  months ended April 30,
1997.  The increase is  attributable  to scheduled  depreciation  of advertising
display  structures  and  machinery  and  equipment  primarily  associated  with
acquisitions as well as the amortization of goodwill and non-compete covenants.

The above factors contributed to the increase in outdoor  advertising  operating
income of 68.0% to  $388,000  for the three  months  ended  April 30,  1998 from
$231,000 for the three months ended April 30, 1997. In addition, earnings before
interest,  taxes, depreciation and amortization (EBITDA) for outdoor advertising
increased  90.6% to  $629,000  for the three  months  ended  April 30, 1998 from
$330,000  for the three  months  ended  April 30,  1997.  The EBITDA  margin for
outdoor advertising increased to 40.0% for the three months ended April 30, 1998
as compared to 31.4% for the three months ended April 30, 1997.

                                       11
<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 decreased slightly to $111,000 for the three
months  ended April 30, 1998 as compared to $112,000  for the three months ended
April 30, 1997.

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
decreased  to $27,000 for the three  months  ended April 30, 1998 as compared to
$30,000 for the three months ended April 30, 1997.

Interest expense increased by 39.0% to $214,000 for the three months ended April
30, 1998 as compared to $154,000 for the three months ended April 30, 1997.  The
increase is primarily  attributable  to the increase in debt associated with the
Company's acquisitions.

Other  income,  net,  primarily  includes  operating  rental  revenues  from the
Company's former  subsidiary,  gains and/or losses from the sales of assets, and
interest  income.  Other income,  net,  decreased 84.9% to $33,000 for the three
months  ended April 31, 1998 as compared to $219,000  for the three months ended
April 30, 1997. The decrease is due to certain  non-operating  gains in 1997 not
present in 1998 and a decrease in interest income.

Income before taxes decreased 44.0% to $238,000 for the three months ended April
30, 1998 as compared to $425,000 for the three months ended April 30, 1997. As a
percentage  of gross  revenues,  income  before taxes  decreased to 3.3% for the
three months ended April 30, 1998 as compared to 6.4% for the three months ended
April 30, 1997.

Income  taxes were $93,000 for the three months ended April 30, 1998 as compared
to $170,000 for the three  months  ended April 30, 1997,  as the result of lower
pretax income.

The foregoing  factors  contributed to the Company's  decrease in net income for
the three  months  ended April 30, 1998 to $147,000 as compared to $255,000  for
the three months ended April 30, 1997.

Liquidity and Capital Resources

At April 30,  1998,  the  Company had  working  capital of $5.452  million and a
current  ratio of 2.8:1,  compared  to working  capital of $5.504  million and a
current  ratio of 2.7:1 at January 31,  1998.  Net cash  provided  by  operating
activities was $190,000 for the three months ended April 30, 1998 as compared to
net cash used by  operating  activities  of $107,000  for the three months ended
April  30,  1997.  Net  cash  provided  in  the  current  quarter  is  primarily
attributable to increased  depreciation and amortization  from  acquisitions and
decreases  in  operating  assets  and  liabilities.  Net cash  used in the prior
quarter was primarily the result of greater operating assets and liabilities and
gains on the sale of property and equipment.

Net cash used for investing activities for the three months ended April 30, 1998
was $1.250  million,  of which  $915,000 was used in the purchase of the outdoor
advertising assets of Big-Tex and Norwood and $365,000 was used for purchases of
property and equipment. For the three months ended April 30, 1997, net cash used
for investing  activities was $2.752  million,  of which $2.090 million was used
for  acquisitions.  In addition,  $300,000 was used for the purchase of land for
the construction of a new travel center complex.

Net cash provided by financing  activities  for the three months ended April 30,
1998 was  $285,000 as compared to $245,000  for the three months ended April 30,
1997.  At April  30,  1998  and  1997  financing  activities  were a  result  of
borrowings and payments on debt.

                                       12
<PAGE>


On May 1, 1998 the Company  purchased  the outdoor  advertising  assets of Edgar
Outdoor  Advertising Co. for $918,000.  The Company paid $18,000 cash at closing
and $900,000 from the proceeds of the initial public  offering.  Edgar owned and
operated approximately 62 painted bulletin faces in central Texas.

On June 1, 1998 the Company  purchased the outdoor  advertising  assets of J & J
Sign Company, located in Silver City, New Mexico. The Company paid $275,000 from
the proceeds of the initial public offering and will issue warrants for $100,000
of the Company's  stock within 180 days of closing based on the closing price of
the stock on June 1, 1998.  J & J owned and  operated  approximately  40 painted
bulletin faces in Southwestern New Mexico

On May 1, 1998,  the Company  secured a $3.65 million loan agreement with one of
its existing  lenders.  The note carries a variable  interest  rate based on the
bank's  prime  lending  rate (8.5% on May 1, 1998) and matures in May 2005.  The
primary  purpose of the agreement was to  consolidate  short-term  financing for
three outdoor advertising acquisitions and the construction line of credit.

Groundbreaking  has commenced on the construction of a new travel center located
approximately  20 miles west of Albuquerque,  New Mexico,  on interstate 40. The
new travel  center is  scheduled to open in the fall of 1998.  In addition,  the
Company expects to complete the upgrade of one travel center by July of 1998.

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

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk.  Not
required.

                                       13
<PAGE>


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. Submissions 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
          -----------    ------------
              2.5        Purchase  Agreement  dated  May  1,  1998  between  the
                         Registrant and Edgar Outdoor Advertising Co.

             10.45       Promissory  Note  dated as of May 1,  1998,  payable by
                         the   Registrant  to  Norwest  Bank  in  the  aggregate
                         amount of $3,650.000.

             27          Financial Data Schedule

     (b). No reports  were  filed  on  Form 8-K during  the  three  months ended
          April 30, 1998.

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: June 12, 1998

                              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)