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, 1999

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

                         Commission File Number 0-21451

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


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

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


                     Issuer's telephone number: 505-266-5985


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


As of September  13, 1999,  4,384,848  shares of the issuer's  common stock were
outstanding.


<PAGE>






                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


                                      INDEX


                          PART I. FINANCIAL INFORMATION

                                                                        Page No.

Item 1.           Consolidated Financial Statements

                  Consolidated Balance Sheets as of
                  July 31, 1999 and January 31, 1999...........................2

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

                  Consolidated Statements of Stockholders'
                  Equity for the Six Months Ended July 31, 1999................5

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

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

Item 2.           Management's Discussion and Analysis or
                  Plan of Operation...........................................12

Item 3.           Quantitative and Qualitative Disclosures About
                  Market Risk.................................................19

                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings...........................................19

Item 2.           Changes in Securities and Use of Proceeds...................19

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

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

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

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

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

                                       1
<PAGE>



PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                     Assets
                        (In thousands, except share data)
<TABLE>
<S>                                                                        <C>                      <C>
                                                                       July 31,                  January 31,
                                                                         1999                       1999
                                                                      (Unaudited)
                                                                  --------------------       --------------------
Current assets:
      Cash and cash equivalents                                     $          2,629            $         2,199
      Accounts receivable Outdoor Advertising, net                               761                        736
      Accounts  receivable, other                                                289                        774
      Notes receivable, related parties                                           12                         12
      Inventories                                                              3,537                      3,689
      Prepaid expenses and other current assets                                  708                        712
      Income taxes                                                               511                        531
                                                                  --------------------       --------------------

      Total current assets                                                     8,447                      8,653



Property & equipment, net                                                     29,594                     26,425

Intangible assets, net                                                         2,201                      2,338

Other assets                                                                      56                         73
                                                                  --------------------       --------------------

      Total assets                                                  $         40,298            $        37,489
                                                                  ====================       ====================





                                                                                                     (Continued)
 </TABLE>



                                      2
<PAGE>






                                      BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           Consolidated Balance Sheets
                      Liabilities and Stockholders' Equity
                        (In thousands, except share data)
<TABLE>
<S>
                                                                            <C>                       <C>
                                                                       July 31,                  January 31,
                                                                         1999                       1999
                                                                      (Unaudited)
                                                                  --------------------       --------------------

Current liabilities:

      Short-term borrowings, bank                                    $           569            $             -
      Accounts payable                                                         1,694                      1,393
      Long-term debt, current maturities                                       1,410                      1,248
      Accrued liabilities                                                        698                        517
                                                                  --------------------       --------------------

      Total current liabilities                                                4,371                      3,158

Deferred income taxes                                                            614                        427

Long-term debt, less current maturities                                       19,946                     19,004
                                                                  --------------------        -------------------

      Total liabilities                                                       24,931                     22,589


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

      Additional paid-in capital
                                                                              11,604                     11,604
      Retained earnings                                                        3,759                      3,292

                                                                  --------------------        -------------------
      Total stockholders' equity                                              15,367                     14,900

                                                                  ====================        ===================
      Total liabilities and stockholders' equity
                                                                     $        40,298            $        37,489
                                                                  ====================        ===================
</TABLE>

          See accompanying notes to consolidated financial statements.






                                       3
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                        Consolidated Statements of Income
                 (In thousands, except share and per share data)
<TABLE>
<S>

                                               Three Months Ended                       Six Months Ended
                                        ------------------------------          ------------------------------
                                             <C>              <C>                    <C>              <C>
                                           July 31,        July 31,                 July 31,       July 31,
                                             1999           1998                      1999           1998
                                         (Unaudited)     (Unaudited)              (Unaudited)     (Unaudited)
                                        --------------  --------------          --------------  --------------


Gross sales                               $     9,861   $       8,628             $    17,908     $    15,752
Less discounts on sales                           102              73                     181             135
                                        --------------  --------------          --------------  --------------
        Net sales                               9,759           8,555                  17,727          15,617

Cost of goods sold                              6,174           5,270                  11,188           9,817
                                        --------------  --------------          --------------  --------------
       Gross profit                             3,585           3,285                   6,539           5,800

General and administrative expenses            (2,033)         (1,888)                 (3,953)         (3,574)
 Depreciation and amortization                   (631)           (453)                 (1,201)           (862)
                                        --------------  --------------          --------------  --------------
       Operating income                           921             944                   1,385           1,364

Other non-operating income (expense):
       Interest income                             26              33                      49              61
       Gain from insurance proceeds               227               -                     227               -
       Gain on sale of property and
       equipment                                   10               -                      15               4
       Interest expense                          (479)           (260)                   (909)           (474)
                                        --------------  --------------          --------------  --------------
       Total other non-operating
       income (expense), net                     (216)           (227)                   (618)           (409)
                                        --------------  --------------          --------------  --------------


Income before taxes                               705             717                     767             955

Income taxes                                      273             278                     300             371
                                        --------------  --------------          --------------  --------------

Net income                               $        432    $        439            $        467    $        584
                                        ==============  ==============          ==============  ==============

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

Weighted average common and
  dilutive potential common shares          4,384,848       4,394,801               4,384,848       4,389,824

Earnings per share
     Basic                               $       0.10    $       0.10            $       0.11    $       0.13

     Diluted                             $       0.10    $       0.10            $       0.11    $       0.13
                                        ==============  ==============          ==============  ==============
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       4
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                 Consolidated Statement of Stockholders' Equity
                                 (In thousands)


<TABLE>
<S>

                                                            For the Six Months Ended
                                                                    Unaudited

                                        <C>             <C>             <C>              <C>              <C>

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

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


Net income (unaudited)                                                                       467              467


                                  ---------------------------------------------------------------------------------
Balance at July 31, 1999              4,384,848        $      4     $     11,604      $    3,759         $ 15,367
                                  =================================================================================


</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 Six Months Ended
                                                                            ------------------------------------------
                                                                                July 31,                  July 31,
                                                                                  1999                      1998
                                                                              (Unaudited)               (Unaudited)
                                                                            -----------------          ---------------
Cash flows from operating activities:
      Net income                                                             $           467            $         584

      Adjustments to  reconcile  net income to net cash
         provided  by  operating activities:
             Depreciation and amortization                                             1,201                      862
             Amortization of loan fees                                                    78                        -
             Provision for bad debts                                                      18                        -
             Gain from insurance proceeds                                               (227)                       -
             Gain on sales of property and equipment                                     (15)                      (4)
             Deferred income taxes                                                       187                       79
             Imputed interest                                                              6                       16
             Changes in operating assets and liabilities                                 731                     (602)
                                                                            -----------------           ---------------
                       Net cash provided by operating activities                       2,446                      935

Cash flows from investing activities:
      Proceeds from sale of assets                                                        31                        8
      Business acquisitions (note 4)                                                  (1,516)                  (2,090)
      Purchases of property and equipment, net                                        (2,814)                  (1,741)
      Proceeds from insurance                                                            599                        -
      Capital received from partnership                                                   15                        -
      Proceeds from notes receivable, net                                                  2                       36
                                                                            -----------------           ---------------
                       Net cash used in investing activities                          (3,683)                  (3,787)

Cash flows from financing activities:
      Borrowings on short-term debt                                                      569                      359
      Borrowings on long-term debt                                                     1,750                    1,128
      Payments on short-term debt                                                          -                     (745)
      Payments on long-term debt                                                        (652)                    (420)
                                                                            -----------------          ---------------
                      Net cash provided by financing activities                        1,667                      322

Net decrease in cash and cash equivalents                                                430                   (2,530)

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

Cash and cash equivalents at end of period                                   $         2,629            $       1,524
                                                                            =================          ===============



                                                                                                           (Continued)
</TABLE>



                                       6

<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued
                                 (In thousands)

<TABLE>
<S>                                                                           <C>                       <C>
                                                                            July 31,                  July 31,
                                                                              1999                      1998
                                                                          (Unaudited)               (Unaudited)
                                                                        -----------------         -----------------

Supplemental disclosure of cash flow information:

     Noncash investing and financing activities:

     Acquisition of covenants not-to-compete

                                                                          $            -            $          130
                                                                        =================         =================


     Acquisitions:
         Fair value of assets  acquired and  liabilities
         assumed at the date of the acquisitions were as follows:

            Accounts receivable                                           $            -            $           34
            Prepaid expenses                                                           3                        31
            Billboards                                                             1,463                     1,970
            Covenants not to compete                                                  50                         -
            Vehicles and equipment                                                     -                        55
                                                                        =================         =================

</TABLE>














          See accompanying notes to consolidated financial statements.




                                       7
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)


1.   The  consolidated  financial  statements  for the six months ended July 31,
     1999  and  July  31,  1998  are  unaudited  and  reflect  all   adjustments
     (consisting only of normal recurring adjustments) which are, in the opinion
     of management,  necessary for a fair presentation of the financial position
     and operating results for the interim periods.  The consolidated  financial
     statements  should be read in conjunction with the  consolidated  financial
     statements and notes, together with management's discussion and analysis of
     financial  condition and results of operations,  contained in the Company's
     annual  report on Form 10-K for the fiscal  year ended  January  31,  1999.
     Certain  amounts in the  January 31, 1999  financial  statements  have been
     reclassified  to conform  with the July 31, 1999  presentation.  Results of
     operations for interim  periods are not  necessarily  indicative of results
     that may be expected for the year as a whole.

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

<TABLE>
<S>
                                                         Three months ended July 31,
                               --------------------------------------------------------------------------------
                                               1999                                      1998
                               --------------------------------------  -----------------------------------------
                                  <C>           <C>          <C>           <C>             <C>         <C>
                                 Income        Shares      Per Share       Income         Shares     Per Share
                               (Numerator)  (Denominator)   Amount      (Numerator)    (Denominator)   Amount

Basic EPS - net income         $  432,000      4,384,848   $   0.10     $  439,000        4,384,848   $  0.10
                                                           --------                                   -------
Effect of Dilutive Securities
Stock options                                          -                                     9,953
                               ----------     ----------                ----------       ----------
Diluted EPS - net income       $  432,000      4,384,848   $   0.10     $  439,000        4,394,801   $  0.10
                               ==========     ==========   ========     ==========       ==========   =======


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

Basic EPS - net income         $  467,000      4,384,848   $   0.11     $  584,000        4,384,848    $  0.13
                                                           --------                                    -------
Effect of Dilutive Securities
Stock options                                          -                                      4,976
                               ----------    -----------                ----------       ----------
Diluted EPS - net income       $  467,000      4,384,848   $   0.11     $  584,000        4,389,824    $  0.13
                               ==========    ===========   ========     ==========       ==========    =======
</TABLE>


                                       8
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)



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

4.   Acquisitions.

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

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

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

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

                     (in thousands except per share amounts)

                                  Six Months Ended
                                      July 31
                                    (unaudited)

                              1999                 1998
                              ----                 ----

Gross sales              $   17,917          $    15,809

Net income                      458                  527

Earnings per basic and
   diluted share         $      .10          $       .12
                         ===========         ============



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

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

                                       9
<PAGE>
                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)



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

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

<TABLE>
<S>

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

                    Net sales (2)

                                         1999     $    7,761             1,998                  -              9,759
                                         1998          6,827             1,728                  -              8,555

                    Segment operating
                      income (3)

                                         1999     $      687               416               (398)               705
                                         1998            638               449               (370)               717


                           Six months
                          Ended July 31
                         --------------

                    Net sales (2)

                                         1999     $   13,891             3,836                  -             17,727
                                         1998         12,317             3,300                  -             15,617

                    Segment operating
                      income (3)

                                         1999     $      962               763               (958)               767
                                         1998            806               837               (688)               955


                    Segment assets

                                         1999     $    15,133            19,544              5,621             40,298
                                         1998          12,338            13,324              2,954             28,616

</TABLE>


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

          (2)  There were no  inter-segment  sales.

          (3)  Management does not allocate interest  expense,  interest income,
               non-operating income and expense amounts or income tax expense in
               the determination of the operating  performance of the reportable
               segments.  Therefore, the total segment operating income reported
               agrees to consolidated operating income for the Company.

                                       10
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (Unaudited)


6.   In November 1998, a fire at the Company's  headquarters  destroyed  certain
     buildings and equipment, all of which were covered by insurance. As of July
     31, 1999,  proceeds from insurance  coverage were in excess of the carrying
     value of the assets  destroyed  and a gain of $227,000  was  recorded.  The
     Company is expecting to record future gains booked on  additional  proceeds
     that are  undeterminable at July 31, 1999.






















                     Rest of page intentionally left blank.













                                       11
<PAGE>


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

Certain  statements  contained  herein with respect to factors  which may affect
future  earnings,  including  management's  beliefs  and  assumptions  based  on
information currently available, are forward-looking statements made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.  Such  forward-looking  statements  that are not historical  facts involve
risks and uncertainties, and results could vary materially from the descriptions
contained herein.

Overview

The  following is a  discussion  of the  consolidated  financial  condition  and
results of operations of the Company as of and for the two fiscal  periods ended
July 31, 1999 and 1998. This discussion  should be read in conjunction  with the
Consolidated  Financial Statements of the Company and the related notes included
in the Company's Form 10-K for the fiscal year ended January 31, 1999.

The  Company  operates  in two  industry  segments,  travel  centers and outdoor
advertising.  In order to  perform  a  meaningful  evaluation  of the  Company's
performance  in  each of its  operating  segments,  the  Company  has  presented
selected  operating data which  separately sets forth the revenue,  expenses and
operating  income  attributable to each segment,  and also separately sets forth
the corporate expenses of the Company which 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
of Financial  Condition and Results of  Operations,  which reflect  management's
best judgment based on factors currently known, involve risks and uncertainties.
Actual  results  could  differ   materially  from  those  anticipated  in  these
forward-looking statements as a result of a number of factors, including but not
limited to those discussed.











                                       12
<PAGE>

Results of Operations

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


<TABLE>
<S>
                                                     <C>                   <C>                <C>             <C>
                                                          Six Months Ended                     Three Months Ended
                                                          ----------------                     ------------------
                                                     1999                 1998                 1999             1998
                                                     ----                 ----                ------           ------
Travel centers:
      Gross sales                                $   14,072           $   12,452           $    7,863        $    6,900
      Discounts on sales                                181                  135                  102                73
                                                ------------         ------------         ------------      ------------
      Net sales                                      13,891               12,317                7,761             6,827
      Cost of sales                                   9,475                8,358                5,261             4,503
                                                ------------         ------------         ------------      ------------
                                                      4,416                3,959                2,500             2,324
      General and administrative expenses             3,160                2,867                1,652             1,541
      Depreciation and amortization                     294                  286                  161               145
                                                ------------         ------------         ------------      ------------
      Operating income                                  962                  806                  687               638


Outdoor advertising:
      Gross sales                                     3,836                3,300                1,998             1,728
      Direct operating expenses                       1,713                1,459                  913               767
                                                ------------         ------------         ------------      ------------
                                                      2,123                1,841                1,085               961
      General and administrative expenses               514                  482                  236               231
      Depreciation and amortization                     846                  522                  433               281
                                                ------------         ------------         ------------      ------------
      Operating income                                  763                  837                  416               449

Corporate and other:
      General and administrative expenses              (282)                (228)                (145)             (116)
      Depreciation and amortization                     (61)                 (54)                 (37)              (27)
      Interest expense                                 (909)                (474)                (479)             (260)
      Other income, net                                 294                   68                  263                33
                                                ------------         ------------         ------------      ------------
Income before taxes                                     767                  955                  705               717
Income taxes                                            300                  371                  273               278
                                                ------------         ------------         ------------      ------------

Net income                                        $     467            $     584            $     432         $     439
                                                ============         ============         ============      ============

EBITDA(1) - Travel centers                        $   1,256            $   1,092            $     848         $     783
                                                ============         ============         ============      ============
EBITDA - Outdoor advertising                      $   1,609            $   1,359            $     849         $     730
                                                ============         ============         ============      ============
EBITDA - Total company                            $   2,586            $   2,226            $   1,552         $   1,397
                                                ============         ============         ============      ============


EBITDA margin - Travel centers                         8.9%                 8.8%                10.8%             11.3%
                                                ============         ============         ============      ============
EBITDA margin - Outdoor advertising                   41.9%                41.2%                42.5%             42.2%
                                                ============         ============         ============      ============
EBITDA margin - Total company                         14.4%                14.1%                15.7%             16.2%
                                                ============         ============         ============      ============

                                                                                                           (Continued)
</TABLE>

                                       13
<PAGE>

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



Comparison of the Six Months Ended July 31, 1999 and July 31, 1998

Travel Centers.  Gross sales at the Company's Travel Centers  increased by 13.0%
to $14.072  million for the six months ended July 31, 1999 from $12.452  million
for the six months ended July 31, 1998. This increase is primarily  attributable
to a 26.2% increase in  merchandise  sales which were $5.200 million for the six
months ended July 31,1999  compared with $4.122 million for the six months ended
July 31,1998. Gasoline sales increased 5.6% to $6.551 million for the six months
ended July 31, 1999 from $6.206  million for the same period in 1998.  Wholesale
gasoline  sales  increased  32.4% to $813,000  for the six months ended July 31,
1999, as compared to $614,000 for the six months ended July 31, 1998. Restaurant
sales  decreased  slightly to $1.508  million for the six months  ended July 31,
1999 compared with $1.510 for the six months ended July 31, 1998. The new travel
center  located  approximately  20 miles west of  Albuquerque  on  interstate 40
contributed gross sales of $834,000 of which $302,000 were merchandise sales and
$532,000 were gasoline sales.

Cost of goods sold for the travel centers  increased 13.4% to $9.475 million for
the six months ended July 31, 1999 from $8.358  million for the six months ended
July 31, 1998,  primarily as a result of an increase all retail  sales.  Cost of
goods sold as a percentage  of gross  revenues for the six months ended July 31,
1999 was 67.3% as compared to 67.1% for the six months ended July 31, 1998.

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  10.2% to $3.160  million  for the six months  ended July 31 1999 from
$2.867 million for the six months ended July 31, 1998.

Depreciation and amortization  expense increased by 2.8% to $294,000 for the six
months ended July 31, 1999 as compared to $286,000 for the six months ended July
31, 1998. The increase is attributable to additions of depreciable assets during
the current period.

The above factors  contributed to an overall increase in travel center operating
income of 19.4% to $962,000 for the six months ended July 31,1999 from  $806,000
for the six months ended July 31, 1999. This increase is primarily  attributable
to increases in sales.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
Travel centers  increased  15.0% to $1.256 million for the six months ended July
31, 1999 from $1.092  million for the six months ended July 31, 1998. The EBITDA
margin for travel  centers  increased  slightly to 8.9% for the six months ended
July 31, 1999 as compared to 8.8% for the six months ended July 31, 1998.

Outdoor  Advertising.   Gross  sales  from  the  Company's  Outdoor  Advertising
increased  16.2% to $3.836  million for the six months  ended July 31, 1999 from
$3.300  million  for the six  months  ended  July 31,  1998.  The  increase  was
primarily   attributable   to  the  continual   assimilation  of  the  Company's
acquisitions,  increased  usage of available  sign  inventory,  and increases in
rates.

                                       14

<PAGE>

Direct  operating  expenses  related  to outdoor  advertising  consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production expenses and selling expenses. Selling expenses consist
primarily of salaries and  commissions  for  salespersons  and travel related to
sales.  Direct  operating  costs  increased  17.4% to $1.713 million for the six
months ended July 31, 1999 from $1.459 million for the six months ended July 31,
1998. The increase is principally  due to increases in sign rent,  sign repairs,
cost of paper  production,  permits and property taxes,  and utilities,  most of
which are due to the  assimilation  of direct  operating  costs  associated with
acquisitions.

General and administrative  expenses for outdoor advertising consist of salaries
and wages for administrative personnel,  insurance, legal fees, association dues
and  subscriptions   and  other  indirect   operating   expenses.   General  and
administrative expenses increased 6.6% to $514,000 for the six months ended July
31, 1999 from $482,000 for the six months ended July 31, 1998.

Depreciation  and amortization  expense  increased 62.1% to $846,000 for the six
months ended July 31, 1999 from $522,000 for the six months ended July 31, 1998.
The increase is  attributable to scheduled  depreciation of advertising  display
structures primarily associated with acquisitions as well as the amortization of
goodwill and non-compete covenants.

The above factors contributed to the decrease in outdoor  advertising  operating
income of 8.8% to $763,000 for the six months ended July 31, 1999 from  $837,000
for the six months ended July 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
outdoor  advertising  increased 18.4% to $1.609 million for the six months ended
July 31, 1999 from $1.359  million for the six months ended July 31,  1998.  The
EBITDA  margin for  outdoor  advertising  increased  to 41.9% for the six months
ended July 31, 1999 as compared to 41.2% for the six months ended July 31, 1998.

Corporate and Other. General and administrative expenses for corporate and other
operations  of the Company  consist  primarily of executive  and  administrative
compensation  and  benefits,  accounting,  legal and  investor  relations  fees.
General and  administrative  expenses  increased  to $282,000 for the six months
ended July 31, 1999 as compared  to $228,000  for the six months  ended July 31,
1998.

Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture  and fixtures and vehicles.  Depreciation  and  amortization  expenses
increased  to $61,000  for the six months  ended July 31,  1999 as  compared  to
$54,000 for the six months ended July 31, 1998.

Interest  expense  increased  by 91.8% to $909,000 for the six months ended July
31, 1999 as compared to $474,000  for the six months  ended July 31,  1998.  The
increase is primarily  attributable  to the increase in debt associated with the
Company's acquisitions and the new travel center that opened in February 1999.

Non-operating  income,  net,  includes  gains  and/or  losses  from the sales of
assets,   interest  income,  and  a  casualty  gain  from  insurance   proceeds.
Non-operating income, net, increased 332.4% to $294,000 for the six months ended
July 31, 1999 as compared to $68,000 for the six months ended July 31, 1998. The
Company is expecting to record future gains booked on  additional  proceeds that
are  undeterminable  at July 31, 1999.

                                       15
<PAGE>

Income  before taxes  decreased  19.7% to $767,000 for the six months ended July
31, 1999 as compared to $955,000 for the six months  ended July 31,  1998.  As a
percentage of gross revenues,  income before taxes decreased to 4.3% for the six
months ended July 31, 1999 as compared to 6.1% for the six months ended July 31,
1998.

Income taxes were $300,000 for the six months ended July 31, 1999 as compared to
$371,000 for the six months  ended July 31, 1998,  as the result of lower pretax
income.

The foregoing factors  contributed to a decrease in the Company's net income for
the six months  ended July 31, 1999 to $467,000 as compared to $584,000  for the
six months ended July 31, 1998.

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

Travel Centers.  Gross sales at the Company's Travel Centers  increased by 14.0%
to $7.863  million for the three months ended July 31, 1999 from $6.900  million
for  the  three  months  ended  July  31,  1998.   This  increase  is  primarily
attributable to a 24.4% increase in merchandise  sales which were $3.061 million
for the three  months ended July 31,1999  compared  with $2.461  million for the
three months ended July 31,1998. Gasoline sales increased 8.1% to $3.495 million
for the three months ended July 31, 1999 from $3.233 million for the same period
in 1998.  Wholesale  gasoline  sales  increased  38.2% to $463,000 for the three
months ended July 31,  1999,  as compared to $335,000 for the three months ended
July 31, 1998.  Restaurant  sales  decreased  slightly to $844,000 for the three
months  ended July 31, 1999  compared  with  $871,000 for the three months ended
July 31, 1998.  The new travel  center  located  approximately  20 miles west of
Albuquerque  on  interstate  40  contributed  gross  sales of  $530,000 of which
$192,000 were merchandise sales and $338,000 were gasoline sales.

Cost of goods sold for the travel centers  increased 16.9% to $5.261 million for
the three  months  ended July 31, 1999 from $4.503  million for the three months
ended July 31, 1998,  primarily as a result of an increase in retail sales. Cost
of goods sold as a percentage of gross  revenues for the three months ended July
31,  1999 was 66.9% as  compared  to 65.3% for the three  months  ended July 31,
1998.

General and  administrative  expenses  for travel  centers  consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and  maintenance.  General and  administrative  expenses for the travel  centers
increased  7.2% to $1.652  million for the three  months ended July 31 1999 from
$1.542 million for the three months ended July 31, 1998.

Depreciation  and  amortization  expense  increased by 11.0% to $161,000 for the
three  months  ended July 31, 1999 as compared to $145,000  for the three months
ended July 31, 1998.  The increase is  attributable  to additions of depreciable
assets during the current period.

The above factors  contributed to an overall increase in travel center operating
income of 7.5% to $687,000 for the three months ended July 31,1999 from $638,000
for the three months ended July 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
Travel  centers  increased  8.4% to $848,000 for the three months ended July 31,
1999 from  $783,000 for the three months ended July 31, 1998.  The EBITDA margin
for travel  centers  decreased to 10.8% for the three months ended July 31, 1999
as compared to 11.3% for the three months ended July 31, 1998.

                                       16
<PAGE>

Outdoor  Advertising.   Gross  sales  from  the  Company's  Outdoor  Advertising
increased  15.6% to $1.998 million for the three months ended July 31, 1999 from
$1.728  million for the three  months  ended July 31,  1998.  The  increase  was
primarily   attributable   to  the  continual   assimilation  of  the  Company's
acquisitions,  increased  usage of available  sign  inventory,  and increases in
rates.

Direct  operating  expenses  related  to outdoor  advertising  consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production expenses and selling expenses. Selling expenses consist
primarily of salaries and  commissions  for  salespersons  and travel related to
sales.  Direct  operating costs increased 19.0% to $913,000 for the three months
ended July 31, 1999 from $767,000 for the three months ended July 31, 1998.  The
increase is  principally  due to increases in sign rent,  sign repairs,  cost of
paper production,  permits and property taxes, and utilities,  most of which are
due to the assimilation of direct operating costs associated with acquisitions.

General and administrative  expenses for outdoor advertising consist of salaries
and wages for administrative personnel,  insurance, legal fees, association dues
and  subscriptions   and  other  indirect   operating   expenses.   General  and
administrative  expenses  increased  2.2% to $236,000 for the three months ended
July 31, 1999 from $231,000 for the three months ended July 31, 1998.

Depreciation and amortization  expense increased 54.1% to $433,000 for the three
months  ended July 31, 1999 from  $281,000  for the three  months ended July 31,
1998.  The increase is  attributable  to scheduled  depreciation  of advertising
display  structures  primarily  associated  with  acquisitions  as  well  as the
amortization of goodwill and non-compete covenants.

The above factors contributed to the decrease in outdoor  advertising  operating
income  of 7.3% to  $416,000  for the  three  months  ended  July 31,  1999 from
$449,000 for the three months ended July 31, 1998.

Earnings before interest,  taxes,  depreciation  and  amortization  (EBITDA) for
outdoor advertising  increased 16.3% to $849,000 for the three months ended July
31, 1999 from  $730,000 for the three  months  ended July 31,  1998.  The EBITDA
margin for outdoor  advertising  increased  to 42.5% for the three  months ended
July 31, 1999 as compared to 42.2% for the three months ended July 31, 1998.

Corporate and Other. General and administrative expenses for corporate and other
operations  of the Company  consist  primarily of executive  and  administrative
compensation  and  benefits,  accounting,  legal and  investor  relations  fees.
General and  administrative  expenses  increased to 145,000 for the three months
ended July 31, 1999 as compared to $116,000  for the three months ended July 31,
1998.

Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture  and fixtures and vehicles.  Depreciation  and  amortization  expenses
increased  to $37,000  for the three  months  ended July 31, 1999 as compared to
$27,000 for the three months ended July 31, 1998.

Interest expense  increased by 84.2% to $479,000 for the three months ended July
31, 1999 as compared to $2604,000 for the three months ended July 31, 1998.  The
increase is primarily  attributable  to the increase in debt associated with the
Company's acquisitions and the new travel center that opened in February 1999.

Non-operating  income,  net,  includes  gains  and/or  losses  from the sales of
assets,   interest  income,  and  a  casualty  gain  from  insurance   proceeds.
Non-operating  income,  net,  increased  697.0% to $263,000 for the three months
ended July 31, 1999 as compared to $33,000 for the three  months  ended July 31,
1998.  The Company is  expecting to record  future  gains  booked on  additional
proceeds that are undeterminable at July 31, 1999.

                                       17
<PAGE>

Income before taxes  decreased  1.7% to $705,000 for the three months ended July
31, 1999 as compared to $717,000 for the three months ended July 31, 1998.  As a
percentage  of gross  revenues,  income  before taxes  decreased to 7.1% for the
three  months ended July 31, 1999 as compared to 8.3% for the three months ended
July 31, 1998.

Income taxes were  $273,000 for the three months ended July 31, 1999 as compared
to $278,000 for the three  months  ended July 31,  1998,  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, 1999 to $432,000 as compared to $439,000 for the
three months ended July 31, 1998.



Liquidity and Capital Resources

At July 31,1999, the Company had working capital of $4.076 million and a current
ratio of 1.9:1,  compared  to working  capital of $5.495  million  and a current
ratio of 2.7:1 at January 31, 1999.  Net cash  provided by operating  activities
was $2.446  million  for the six months  ended July 31,  1999 as compared to net
cash provided by operating  activities of $935,000 for the six months ended July
31, 1998. Net cash provided in the current period is primarily  attributable  to
increased depreciation and amortization from acquisitions as well as an increase
in cash used to fund operating assets and liabilities.


Net cash used for  investing  activities  for the six months ended July 31, 1999
was $3.683  million,  of which $2.814 million was used for purchases of property
and equipment and $1.516 million was used for  acquisitions.  For the six months
ended July 31, 1998, net cash used for investing  activities was $3.787 million,
of which  $1.741 was used for  purchases of property  and  equipment  and $2.090
million was used for acquisitions.

Net cash provided by financing activities for the six months ended July 31, 1999
was $1.667  million as compared to  $322,000  for the six months  ended July 31,
1998. At July 31, 1999 and 1998 financing activities were a result of borrowings
and payments on debt.

Although the Company does not have any  agreements  in place,  it will  continue
discussions with acquisition  candidates.  The Company has not executed a letter
of intent or other agreement, binding or non-binding, to make 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.

Impact of the Year 2000

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

State of  Readiness.  The Company has  conducted a  comprehensive  review of its
computer  systems to identify  those portions that could be affected by the Year
2000 Issue.  The  evaluation  revealed that the Company's  network  hardware and

                                       18

<PAGE>

operating system, voice mail system,  e-mail system, and accounting software are
the major  resources that do have Year 2000  compliance  issues.  The identified
systems are  "off-the-shelf"  products  with Year 2000  compliant  versions  now
available and are being implemented with completion set for the end of the third
quarter.

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

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

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

Contingency  Plan.  The Company has not  determined  the specific risks that may
need to be addressed by a contingency plan. By the end of the third quarter, the
Company will have devoted the  resources it concludes are necessary to determine
if an significant risks exist.

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  short-term  debt  equals  LIBOR  plus  the
applicable  margin.  Long-term  debt bears  interest  at  variable  rates  based
primarily  on the prime rate.  Because the prime rate and LIBOR may  increase or
decrease  at any time,  the Company is exposed to market risk as a result of the
impact that changes in these base rates may have on the interest rate applicable
to  borrowings.  Increases  (decreases)  in the  interest  rates  applicable  to
borrowings  would  result  in  increased  (decreased)  interest  expense  and  a
reduction (increase) in the company's net income.  Management does not, however,
believe that any risk inherent in the variable rate nature of its debt is likely
to have a  material  effect on the  Company's  financial  position,  results  of
operations or liquidity.

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.  None.

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


                                       19

<PAGE>

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

                  27                                     Financial Data Schedule

          (b). No reports  were  filed on Form 8-K  during the six months  ended
               July 31, 1999.



Signatures

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

Date:             September 13, 1999

                               BOWLIN
                               Outdoor Advertising & Travel Centers Incorporated

                               /s/ Michael L. Bowlin
                               Michael L. Bowlin, Chairman of the Board,
                               President and Chief Executive Officer


                              /s/ Nina J. Pratz
                              Nina J. Pratz, Chief Financial Officer
                              (Principal Financial and Accounting Officer)


                                       20
<PAGE>