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, 1999

     [ ]  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       (IRS Employer Identification
           of incorporation or                No.)
           organization)


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


          Issuer's telephone number, including area code: 505-266-5985


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section  13 or 15(d) of the  Securities  Exchange  Act during the
preceding 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  11,  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 April 30, 1999
               and January 31, 1999............................................2

               Consolidated  Statements  of Income  for the three
               Months  Ended April 30, 1999 and 1998...........................4

               Consolidated  Statement  of  Stockholders'  Equity
               for the three
               months ended April 30, 1999.....................................5

               Consolidated  Statements of Cash Flows for the
               three Months Ended April 30, 1999 and 1998......................6

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

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

Item 3.        Quantitative and Qualitative Disclosures About
               Market Risk....................................................14

                           PART II. OTHER INFORMATION

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

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

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

Item 4.        Submission of Matters to a Vote of Security Holders............15

Item 5.        Other Information..............................................15

Item 6.        Exhibits and Reports on Form 8-K...............................15

               Signatures.....................................................15

                                       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>
                                                                       April 30,                 January 31,
                                                                         1999                       1999
                                                                      (Unaudited)
                                                                  ------------------          ------------------
Current assets:

      Cash and cash equivalents                                    $          1,802            $          2,199
      Accounts receivable, Outdoor Advertising, net                             621                         736
      Accounts receivable, other                                                603                         774
      Notes receivable, related parties                                          12                          12
      Inventories                                                             3,680                       3,689
      Prepaid expenses and other current assets                                 629                         712
      Income taxes                                                              565                         531
                                                                  --------------------       --------------------

      Total current assets                                                    7,912                       8,653



Property & equipment, net                                                    28,942                      26,425

Intangible assets, net                                                        2,279                       2,338

Other assets                                                                     57                          73
                                                                  --------------------       --------------------

      Total assets                                                $          39,190          $           37,489

                                                                 ====================       ====================

                                                                                            (Continued)
</TABLE>

                                        2
<PAGE>

                                     BOWLIN
                       OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

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


<TABLE>
<S>                                                                        <C>                      <C>
                                                                       April 30,                 January 31,
                                                                         1999                       1999
                                                                      (Unaudited)
                                                                  ------------------         --------------------

Current liabilities:

      Short-term borrowings, bank                                  $            277            $              -

      Accounts payable                                                        1,395                       1,393

      Long-term debt, current maturities                                      1,385                       1,248

      Accrued liabilities                                                       451                         517

                                                                  ------------------         --------------------

      Total current liabilities                                               3,508                       3,158

Deferred income taxes                                                           488                         427

Long-term debt, less current maturities                                      20,258                      19,004
                                                                 --------------------        ---------------------

      Total liabilities                                                      24,254                      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                                                       3,328                       3,292

                                                                 --------------------        ---------------------
      Total stockholders' equity                                             14,936                      14,900

                                                                 ====================        =====================
      Total liabilities and stockholders' equity                  $          39,190            $         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>
                                                                              For the Three Months Ended
                                                                  ----------------------------------------------------
                                                                         <C>                                <C>
                                                                       April 30,                         April 30,
                                                                         1999                              1998
                                                                      (Unaudited)                       (Unaudited)
                                                                  ------------------                 -----------------

Gross sales                                                         $        8,047                    $        7,124
Less discounts on sales                                                         80                                61
                                                                  ------------------                 -----------------
       Net sales                                                             7,967                             7,063


Cost of goods sold                                                           5,014                             4,548
                                                                  ------------------                 -----------------
       Gross profit                                                          2,953                             2,515


General and administrative expenses                                         (1,920)                           (1,686)


Depreciation and amortization                                                 (569)                             (409)

                                                                  ------------------                 -----------------
       Operating income                                                        464                               420


Non-operating income (expense):
       Interest income                                                          23                                28
       Gain on sale of property and equipment                                    5                                 4
       Interest expense                                                       (430)                             (214)
                                                                  ------------------                 -----------------
       Total non-operating income (expense)                                   (402)                             (182)

                                                                  ------------------                 -----------------
Income before income taxes                                                      62                               238


Income taxes                                                                    26                                93
                                                                  ------------------                 -----------------

Net income                                                          $           36                    $          145
                                                                  ==================                 =================

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

Earnings per share
       Basic and Diluted                                            $          .01                    $          .03
                                                                  ==================                 =================
</TABLE>

                    See accompanying notes to consolidated financial statements.


                                       4

<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

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



<TABLE>
<S>

                                                     For the Three Months Ended April 30, 1999
                                                     -----------------------------------------
                                        <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)                                                                       36                36

                                    ------------------------------------------------------------------------------
Balance at April 30, 1999             4,384,848        $      4      $   11,604        $  3,328         $  14,936
                                    ==============================================================================





</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,
                                                                                  1999                      1998
                                                                               (Unaudited)               (Unaudited)
                                                                            -----------------          ---------------
Cash flows from operating activities:
      Net income                                                              $           36             $        145
      Adjustments to  reconcile  net income to net cash
        provided by operating activities:
             Depreciation and amortization                                               569                      409
             Amortization of loan fees                                                    32                        -
             Provision for bad debts                                                       9                        -
             Gain on sales of property and equipment                                      (5)                      (4)
             Deferred income taxes                                                        61                       38
             Imputed interest                                                              3                        8
             Changes in operating assets and liabilities                                  52                     (406)
                                                                            -----------------          ---------------
                       Net cash provided by operating activities                         757                      190

Cash flows from investing activities:
      Proceeds from sale of assets                                                        19                        8
      Business acquisitions (note 2)                                                  (1,516)                  (2,565)
      Purchases of property and equipment, net                                        (1,560)                    (365)
      Proceeds from insurance                                                            236                        -
      Proceeds on notes receivable, net                                                    2                       22
                                                                            -----------------          ---------------
                   Net cash used in investing activities                              (2,819)                  (2,900)

Cash flows from financing activities:
      Borrowings on short-term debt                                                      277                      165
      Borrowings on long-term debt                                                     1,750                    2,690
      Payments on short-term debt                                                          -                     (745)
      Payments on long-term debt                                                        (362)                    (175)
                                                                            -----------------          ---------------
                   Net cash provided by financing activities                           1,665                    1,935



Net decrease in cash and cash equivalents                                               (397)                   (775)
Cash and cash equivalents at beginning of period                                       2,199                   4,054
                                                                            -----------------          ---------------

Cash and cash equivalents at end of period                                             1,802                   3,279
                                                                            =================          ===============

                                                                                                       (Continued)





</TABLE>

                                       6
<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                Consolidated Statements of Cash Flows, Continued
                                 (In thousands)

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

-                                                                          April 30,                 April 30,
                                                                              1999                      1998
                                                                          (Unaudited)               (Unaudited)
                                                                        -----------------         -----------------

Supplemental disclosure of cash flow information:


Noncash investing and financing activities:
         Acquisition of covenants not-to-compete
            In exchange for long-term debt                                $           -             $          130
                                                                        =================         =================

     Acquisitions:
         Fair value of assets  acquired and  liabilities  assumed at the date of
         the acquisitions were as follows:
            Accounts receivable                                          $            -             $           34
            Prepaid expenses                                                           3                        31
            Billboards                                                             1,463                     2,445
            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


1.   The consolidated  financial statements for the three months ended April 30,
     1999 and 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 prior year financial  statements  have been  reclassified to
     conform  with the current  year  presentation.  Results of  operations  for
     interim  periods  are not  necessarily  indicative  of results  that may be
     expected for the year as a whole.

2.   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.

3.   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)

<TABLE>
<S>
                                                                Three Months Ended
                                                                      April 30
                                                                    (unaudited)
                                                              <C>                  <C>
                                                              1999                 1998
                                                              ----                 ----

                           Gross sales                      $ 8,056             $ 7,152
                                                            =======             =======

                           Net income                       $    27             $   117
                                                            =======             =======

                           Earnings per basic and
                                diluted share               $   .01             $   .03
                                                            =======             =======

</TABLE>
                                       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.

4.   Segment Information:  Travel center operations, which represents 77 percent
     of net sales of the  Company,  and outdoor  advertising  operations,  which
     represents 23 percent of net sales, are the Company's  reportable  segments
     under SFAS No. 131,  Disclosure about Segments of an Enterprise and Related
     Information  (SFAS 131). The travel center segment  provides for the retail
     sale of  merchandise,  food and gasoline to the traveling  public while the
     outdoor advertising segment operates billboard  advertising  displays which
     are situated on interstate  highways,  primarily in the Southwestern United
     States.  No  single  customer  accounted  for  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 April 30, are shown in
     the following table.

<TABLE>
<S>
                    <C>                                <C>              <C>               <C>                 <C>
                                                     Travel           Outdoor
                                                     Center         Advertising         Corporate
                    (in thousands)                 Operations        Operations        and other (1)          Total
                                                 ---------------   ---------------    ---------------    ---------------


                    Net sales (2)

                                         1999    $      6,129             1,838                  -              7,967
                                         1998           5,491             1,572                  -              7,063

                    Segment operating
                       income(3)

                                         1999    $        275               347               (158)               464
                                         1998             169               388               (137)               420

                      Depreciation and
                          amortization

                                         1999    $        133               412                 24                569
                                         1998             141               241                 27                409

                      Segment assets

                                         1999    $     15,394            18,950              4,846             39,190
                                         1998          13,424            10,103              4,533             28,060

                      Expenditures for segment
                          assets (4)

                                         1999    $        849             1,956                253              3,058
                                         1998             209             2,371                 10              2,590

</TABLE>

          (1)  Corporate   functions   include   certain  members  of  executive
               management,  the corporate  accounting  and finance  function and
               other typical administrative functions.

          (2)  There were no inter-segment  sales during the periods ended April
               30, 1999 or 1998.

          (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.

          (4)  Expenditures  for  segment  assets  include  assets  acquired  in
               exchange  for  long-term  debt  which are  reported  as  non-cash
               investing and financing activities in the consolidated statements
               of cash flows.

                                       9
<PAGE>



5.   Contingency.  In  November  1998,  a  fire  at the  Company's  headquarters
     destroyed  certain  buildings and  equipment,  all of which were covered by
     insurance.  A balance of $62,000 is included in accounts receivable,  other
     that  represents  the net  carrying  value  of the  assets  destroyed  less
     proceeds  received from  insurance  through  April 30, 1999.  The estimated
     total proceeds from insurance  coverage are expected to exceed the carrying
     value of the assets destroyed and management  expects to record a gain when
     the amount becomes reasonable estimable.


Item 2. Management's  Discussion and Analysis of 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, 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.

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):

                                       10

<PAGE>

<TABLE>
<S>
                                                      <C>                  <C>                 <C>
                                                                                            % Incr/
                                                     1999                 1998               (Decr)
                                                     ----                 ----               ------
Travel centers:
      Gross sales                                $        6,209       $        5,552           11.8%
      Discounts on sales                                     80                   61           31.1%
                                                ----------------     ----------------
      Net sales                                           6,129                5,491           11.6%
      Cost of sales                                       4,213                3,856            9.3%
                                                ----------------     ----------------
                                                          1,916                1,635           17.2%
      General and administrative expenses                 1,508                1,325           13.8%
      Depreciation and amortization                         133                  141           (5.7%)
                                                ----------------     ----------------
      Operating income                                      275                  169           62.7%


Outdoor advertising:
      Gross sales                                         1,838                1,572           16.9%
      Direct operating expenses                             801                  692           15.8%
                                                ----------------     ----------------
                                                          1,037                  880           17.8%

      General and administrative expenses                   278                  251           10.8%
      Depreciation and amortization                         412                  241           71.0%
                                                ----------------     ----------------
      Operating income                                      347                  388          (10.6%)


Corporate and other:
      General and administrative expenses                 (134)                 (110)          21.8%
      Depreciation and amortization                        (24)                  (27)         (11.1%)
      Interest expense                                    (430)                 (214)         100.9%
      Other income, net                                     28                    32          (12.5%)
                                                ----------------      ---------------
Income before income taxes                                  62                   238          (73.9%)
Income taxes                                                26                    93          (72.0%)
                                                ----------------     ----------------

Net income                                        $         36         $         145          (75.2%)
                                                ================     ================

EBITDA(1) - Travel centers                        $        408         $         310           31.6%
                                                ================     ================
EBITDA - Outdoor advertising                      $        759         $         629           20.7%
                                                ================     ================
EBITDA - Total company                            $      1,033         $         829           24.6%
                                                ================     ================

EBITDA margin - Travel centers                             6.6%                 5.6%
                                                ================     ================
EBITDA margin - Outdoor advertising                       41.3%                40.0%
                                                ================     ================
EBITDA margin - Total company                             12.8%                11.6%
                                                ================     ================
</TABLE>

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

                                       11
<PAGE>


Comparison of the Three Months Ended April 30, 1999 and April 30, 1998

Travel Centers.  Gross sales at the Company's Travel Centers  increased by 11.8%
to $6.209  million for the three months ended April 30, 1999 from $5.552 million
for  the  three  months  ended  April  30,  1998.  This  increase  is  primarily
attributable to a 28.8% increase in merchandise  sales which were $2.139 million
for the three months ended April 30,1999  compared  with $1.661  million for the
three months ended April 30,1998.  Gasoline sales increased  slightly by 2.8% to
$3.057  million  for the three  months  ended April 30, 1999 from $2.973 for the
same period in 1998.  Wholesale  gasoline sales  increased 25.4% to $350,000 for
the three  months  ended April 30,  1999,  as compared to $279,000 for the three
months ended April 30, 1998. In addition,  restaurant  sales  increased  3.8% to
$663,000  for three  months ended April 30, 1999 as compared to $639,000 for the
three months ended April 30, 1998. The new travel center  located  approximately
20 miles  west of  Albuquerque  on  interstate  40  contributed  gross  sales of
$304,000 of which  $110,000  were  merchandise  sales and $194,000 were gasoline
sales.

Cost of goods sold for the travel  centers  increased 9.3% to $4.213 million for
the three months  ended April 30, 1999 from $3.856  million for the three months
ended April 30, 1998.  Cost of goods sold as a percentage of gross  revenues for
the three  months  ended  April 30,  1999 was 67.9% as compared to 69.5% for the
three months ended April 30, 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  to $1.508  million  for the three  months  ended  April 30, 1999 from
$1.325 million for the three months ended April 30, 1998.

Depreciation and amortization  expense  decreased 5.7% to $133,000 for the three
months  ended April 30, 1999 as compared to $141,000  for the three months ended
April 30, 1998. The decrease is attributable to assets fully depreciated for the
quarter ending April 30, 1999.

The above factors  contributed to an overall increase in travel center operating
income of 62.7% to  $275,000  for the three  months  ended  April  30,1999  from
$169,000 for the three months ended April 30, 1998. In addition, earnings before
interest,  taxes,  depreciation  and  amortization  (EBITDA)  for travel  center
operations increased 31.6% to $408,000 for the three months ended April 30, 1999
from  $310,000 for the three months ended April 30, 1998.  The EBITDA margin for
travel center operations  increased to 6.6% for the three months ended April 30,
1999 as compared to 5.6% for the three months ended April 30, 1998.

Outdoor  Advertising.   Gross  sales  from  the  Company's  Outdoor  Advertising
increased 16.9% to $1.838 million for the three months ended April 30, 1999 from
$1.572  million for the three  months  ended April 30,  1998.  The  increase was
primarily  attributable  to  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 15.8% to $801,000 for the three months
ended April 30, 1999 from  $692,000  for the three  months ended April 30, 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  the
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, as a result of additional personnel, increased 10.8% to
$278,000 for the three  months ended April 30, 1999 from  $251,000 for the three
months ended April 30, 1998.

                                       12
<PAGE>



Depreciation and amortization  expense increased 71.0% to $412,000 for the three
months  ended April 30, 1999 from  $241,000 for the three months ended April 30,
1998.  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 decrease in outdoor  advertising  operating
income of 10.6% to  $347,000  for the three  months  ended  April 30,  1999 from
$388,000 for the three months ended April 30, 1998.  Earnings  before  interest,
taxes,  depreciation and amortization (EBITDA) for outdoor advertising increased
20.7% to $759,000 for the three  months  ended April 30, 1999 from  $629,000 for
the three months ended April 30, 1998. The EBITDA margin for outdoor advertising
increased  to 41.3% for the three  months  ended  April 30,  1999 as compared to
40.0% for the three months ended April 30, 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 21.8% to $134,000 for the three
months  ended April 30, 1999 from  $110,000 for the three months ended April 30,
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
decreased  slightly  to $24,000  for the three  months  ended  April 30, 1999 as
compared to $27,000 for the three months ended April 30, 1998.

Interest  expense  increased  by 100.9% to $430,000  for the three  months ended
April 30,  1999 as compared to  $214,000  for the three  months  ended April 30,
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, primarily includes gains and/or losses from the sales
of assets, and interest income.  Non-operating  income,  net, decreased 12.5% to
$28,000 for the three months ended April 30, 1999 as compared to $32,000 for the
three  months  ended April 30,  1998.  Changes in  non-operating  income are not
material to the period.

Income before taxes  decreased 73.9% to $62,000 for the three months ended April
30, 1999 as compared to $238,000 for the three months ended April 30, 1998. As a
percentage  of gross  revenues,  income  before taxes  decreased to 0.8% for the
three months ended April 30, 1999 as compared to 3.3% for the three months ended
April 30, 1998.

Income  taxes were $26,000 for the three months ended April 30, 1999 as compared
to $93,000 for the three  months  ended April 30,  1998,  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, 1999 to $36,000 as compared to $145,000 for the
three months ended April 30, 1998.

Liquidity and Capital Resources

At April 30,  1999,  the  Company had  working  capital of $4.404  million and a
current  ratio of 2.3:1,  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 $757,000 for the three months ended April 30, 1999 as compared to
$190,000 for the three months  ended April 30,  1998.  Net cash  provided in the
current  quarter  is  primarily   attributable  to  increased  depreciation  and
amortization from acquisitions.

                                       13
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Net cash used in investing  activities for the three months ended April 30, 1999
was $2.819  million,  of which $1.560 million was used for purchases of property
and equipment and $1.516 was used for  acquisitions.  For the three months ended
April 30, 1998, net cash used for investing  activities was $2.900  million,  of
which  $365,000  was used for  purchases of property  and  equipment  and $2.565
million was used for acquisitions.

Net cash provided by financing  activities  for the three months ended April 30,
1999 was $1.665 million as compared to $1.935 million for the three months ended
April 30, 1998. At April 30, 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.

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.
                                       14

<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
               -----------            ------------
                   2.10               Purchase Agreement dated April 30, 1999
                                      between the Registrant and Borderline
                                      Outdoor Advertising, Inc.

                   27                 Financial Data Schedule


     (b). No reports  were filed on Form 8-K during the three months ended April
          30, 1999.

Signatures

Pursuant  to 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 11, 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)


                                       15
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