United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934 For the quarterly period ended April 30, 1997

[ ] 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 small business issuer as specified in its charter)


                NEVADA                                    85-0113644           
   (State or other jurisdiction of             (IRS Employer Identification No.)
    incorporation or organization) 
        
   150 LOUISIANA NE, ALBUQUERQUE, NM                        87108
(Address of principal executive offices)                 (Zip Code)


                     Issuer's telephone number: 505-266-5985


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


As of June 16,  1997,   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, 1997 and January 31, 1997                               3

          Consolidated Statements of Income for the  
          Three months ended April 30, 1997 and 1996                        5

          Consolidated Statements of Cash Flows for the 
          Three months ended April 30, 1997 and 1996                        6

          Notes to the Consolidated Financial Statements                    7

Item 2.   Management's Discussion and Analysis or 
          Plan of Operation                                                 8



                           PART II. OTHER INFORMATION


Item 1.   Legal Proceedings                                                13

Item 2.   Changes in Securities                                            13

Item 3.   Defaults Under Senior Securities                                 13

Item 4.   Submission of Matters to a Vote of Security Holders              13

Item 5.   Other Matters                                                    13

Item 6.   Exhibits and Reports on Form 8-K                                 13

          Signatures                                                       13







                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                                 APRIL 30,         JANUARY 31,
                                                   1997               1997
                                                (UNAUDITED)         (AUDITED)
                                              ---------------    ---------------
Current assets:

     Cash and cash equivalents                 $       4,905      $       7,519

     Accounts receivable, net                            313                366

     Notes receivable - current maturities                26                 26

     Inventories                                       3,626              3,202

     Prepaid and other current assets                    699                465
                                              ---------------    ---------------

     Total current assets                              9,569             11,578


Investment and long-term receivables:

     Investment in partnership                            13                 13

     Notes receivable, less current 
     maturities                                          105                 96
                                              ---------------    ---------------
     Total investment and long-term 
     receivables                                         118                109


Property & equipment, net                             14,519              9,971

Intangible assets, less accumulated 
     amortization of $ 111 at April 30, 1997 
     and $ 108 at January 31, 1997                        99                101

Goodwill, less accumulated amortization of 
     $5 at April 30, 1997                                858                  -

Deferred registration costs & other 
     deferred assets                                      84                 84
                                              ---------------    ---------------
     Total assets                              $      25,247      $      21,843
                                              ===============    ===============

          See accompanying notes to consolidated financial statements.


                                       3

<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                        (IN THOUSANDS, EXCEPT SHARE DATA)


                                                 APRIL 30,         JANUARY 31,
                                                   1997               1997
                                                (UNAUDITED)         (AUDITED)
                                              ---------------    ---------------

Current liabilities:
     Short-term borrowing, bank                $         209      $           -

     Accounts payable and accrued liabilities          1,689              1,597

     Long-term debt, current maturities                  728                576

     Income taxes payable                                170                145
                                              ---------------    ---------------
     Total current liabilities                         2,796              2,318


Deferred income taxes                                     56                 43

Long-term debt, less current maturities                8,777              6,118
                                              ---------------    ---------------
     Total liabilities                                11,629              8,479

Minority interest                                        205                206

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                                 1,805              1,550
                                              ---------------    ---------------
     Total stockholders' equity                       13,413             13,158
                                              ---------------    ---------------
     Total liabilities and stockholders' 
     equity                                    $      25,247      $      21,843
                                              ===============    ===============

          See accompanying notes to consolidated financial statements.


                                       4

<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


                                                  FOR THE THREE MONTHS ENDED
                                              ----------------------------------
                                                 APRIL 30,          APRIL 30,
                                                   1997               1996
                                                (UNAUDITED)        (UNAUDITED)
                                              ---------------    ---------------

Gross sales                                    $       6,682      $       5,941

Less discounts on sales                                   77                 71
                                              ---------------    ---------------
     Net sales                                         6,605              5,870

Cost of goods sold                                     4,459              3,896
                                              ---------------    ---------------
     Gross profit                                      2,146              1,974

General and administrative expenses                   (1,568)            (1,479)

Other income                                              32                164

Depreciation and amortization                           (218)              (193)
                                              ---------------    ---------------
     Operating income                                    392                466

Other non-operating income (expense):
     Interest income                                      82                 24

     Gain on sale of property and equipment              105                  -

     Interest expense                                   (154)              (159)
                                              ---------------    ---------------
     Total other non-operating income 
     (expense), net                                       33               (135)
                                              ---------------    ---------------
Income before taxes                                      425                331

Income taxes                                             170                132
                                              ---------------    ---------------
Net income                                     $         255      $         199
                                              ===============    ===============

Weighted average common and common
     equivalent shares outstanding                 4,384,848          3,363,348

Earnings per common and common
     equivalent share                          $        0.06      $        0.06
                                              ===============    ===============

          See accompanying notes to consolidated financial statements.


                                       5

<PAGE>


                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


                                                  FOR THE THREE MONTHS ENDED
                                              ----------------------------------

                                                 APRIL 30,          APRIL 30,
                                                   1997               1996
                                                (UNAUDITED)        (UNAUDITED)
                                              ---------------    ---------------
Cash flows from operating activities:
  Net income                                   $         255      $         199

  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                      218                193

      Income from partnership investment                   -                 13

      Gain on sale of property and equipment            (105)                 -

      Deferred income taxes                               13                  -
      Changes in operating assets and 
        liabilities                                     (488)              (335)
                                              ---------------    ---------------
        Net cash (used in) provided by 
          operating activities                          (107)                70

Cash flows from investing activities:
  Business acquisitions (note 2)                      (4,865)                 -

  Purchases of property and equipment, net              (653)              (272)

  Disbursements on notes receivable, net                  (9)               (83)
                                              ---------------    ---------------
        Net cash used in investing activities         (5,527)              (355)

Cash flows from financing activities:
  Borrowings on debt                                   3,239              3,111

  Payments on debt                                      (219)            (2,062)

  Proceeds from issuance of common stock, net              -                225

  Dividends paid                                           -                (51)

  Payment of registration costs associated 
    with initial public offering of common 
    stock                                                  -               (185)
                                              ---------------    ---------------
        Net cash provided by financing 
          activities                                   3,020              1,038
                                              ---------------    ---------------

Net (decrease) increase in cash and cash 
  equivalents                                         (2,614)               753

Cash and cash equivalents at beginning of 
  period                                               7,519              1,602
                                              ---------------    ---------------
Cash and cash equivalents at end of period     $       4,905      $       2,355
                                              ===============    ===============

          See accompanying notes to consolidated financial statements.


                                        6

<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,
     1997  and  April  30,  1996  are  unaudited  and  reflect  all  adjustments
     (consisting only of normal recurring adjustments) which are, in the opinion
     of management,  necessary for a fair presentation of the financial position
     and operating results for the interim periods.  The condensed  consolidated
     financial  statements  should be read in conjunction  with the consolidated
     financial   statements  and  notes  thereto,   together  with  management's
     discussion  and analysis of financial  condition and results of operations,
     contained in the Company's annual report on Form 10-KSB for the fiscal year
     ended January 31, 1997.  Results of operations for interim  periods are not
     necessarily  indicative  of results which may be expected for the year as a
     whole.

2.   Acquisitions.  On April 1, 1997,  the Company  acquired all of the tangible
     and intangible  assets and certain  liabilities of the outdoor  advertising
     division of The  McCarty  Company  (McCarty)  known as Pony Panels for $4.2
     million.  A member of the  Company's  Board of  Directors  is the  majority
     shareholder of The McCarty Company.  The Company paid $1.7 million from the
     proceeds of the initial public offering and financed $2.5 million with bank
     debt.  The bank debt carries a variable rate of interest tied to the bank's
     prime rate  (8.5% at April 30,  1997) and  matures  on April 1, 2007.  Pony
     Panels owns and operates  approximately  750 8-sheet  poster  panels in the
     Albuquerque,  New Mexico  metro  area.  The  Company  also  entered  into a
     non-compete agreement with the former principals of McCarty for a period of
     five years from the date of acquisition.  The acquisition was accounted for
     as a purchase  and  goodwill  is being  amortized  over 20 years  using the
     straight-line method.

                 Assets acquired and liabilities assumed in the
                          acquisition are as follows:

               Accounts receivable                  $      73,941
               Prepaid sign rent                           15,057
               Vehicles and equipment                      63,500
               Signs                                    3,200,000
               Goodwill                                   863,000
               Accounts payable                           (15,498)
                                                   ---------------
                                                    $   4,200,000
                                                   ===============

     The  following  proforma  consolidated  results  of  operations  have  been
     prepared as if the  acquisition of Pony Panels occurred at January 31, 1997
     and 1996:

                     (in thousands except per share amounts)

                                                  Three Months Ended
                                                  ------------------
                                                       April 30
                                                       --------
                                                1997              1996
                                                ----              ----

          Gross sales                      $   6,794         $   6,139

          Net income                             241               188

          Earnings per common and
            common equivalent share        $     .06         $     .06



                                       7

<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  consumated as of that
     time, nor is it intended to be a projection of future results.

     On April 26, 1997, the Company purchased the outdoor  advertising assets of
     General  Outdoor  Advertising  for $240,000 in cash.  The cash was provided
     from proceeds of the Company's  public  offering of stock in December 1996.
     The transaction was accounted for as a purchase.

     On April 29, 1997, the Company purchased the outdoor  advertising assets of
     Mesa  Outdoor  Advertising  for  $150,000 in cash and a note payable to the
     former owner in the amount of $275,000. The cash was provided from proceeds
     of the Company's  public  offering of stock in December  1996.  The note is
     secured by the assets purchased, bears interest at a fixed rate of 9.0% per
     annum and matures on May 1, 2007.  The  transaction  was accounted for as a
     purchase.

3.   Subsequent  Events.  On May 2, 1997, the Company secured an additional line
     of credit with one of its existing lenders of $1 million.  The line carries
     a variable  interest  rate based on the bank's prime  lending rate (8.5% on
     May 2,  1997).  The  primary  purpose  of the line of credit is to  finance
     future acquisitions of outdoor advertising assets.

4.   As of April 30, 1997, there were approximately 30 shareholders of record of
     the Company's  common stock.  Included in the  shareholders of record are a
     731 beneficial shareholders of the Company's common stock.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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, 1997 and 1996. This discussion  should be read in conjunction with the
Consolidated  Financial  Statements of the Company and the Notes related thereto
included in the  Company's  Form 10-KSB for the fiscal  years ended  January 31,
1997 and 1996.

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  fiscal  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  form  those  anticipated  in  these
forward-looking statements as a result of a number of factors, including but not
limited to those discussed herein.



                                       8

<PAGE>


RESULTS OF OPERATIONS

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

                                                                    % INCR/
                                      1997           1996            (DECR)
                                      ----           ----            ------
TRAVEL CENTERS:
     Gross revenues               $     5,632    $     5,159          9.2%
     Discounts on sales                    77             71          7.4%
                                 -------------  -------------
     Net revenues                       5,555          5,088          9.2%
     Cost of sales                      3,903          3,457         12.9%
                                 -------------  -------------
                                        1,652          1,631          1.3%
     General and administrative
       expenses                         1,292          1,241          4.1%
     Depreciation and 
       amortization                        89             87          2.8%
                                 -------------  -------------
     Operating income                     271            303        (10.7%)

OUTDOOR ADVERTISING:
     Revenues                           1,050            782         34.4%
     Operating expenses: 
     Direct operating expenses            556            439         26.8%
     General and administrative
       expenses                           164            147         11.4%
     Depreciation and 
       amortization                        99             64         53.1%
                                 -------------  -------------
     Operating income                     231            132         76.0%

CORPORATE AND OTHER:
     General and administrative  
       expenses                          (112)           (91)        23.4%
     Depreciation and 
       amortization                       (30)           (42)       (28.6%)
     Interest expense                    (154)          (159)        (3.1%)
     Other income, net                    219            188         16.0%
                                 -------------  ------------- 
INCOME BEFORE TAXES                       425            331         28.2%

INCOME TAXES                              170            132         28.2%
                                 -------------  -------------
NET INCOME                        $       255    $       199         28.2%
                                 =============  =============


COMPARISON OF THE THREE MONTHS ENDED APRIL 30, 1997 AND APRIL 30, 1996

TRAVEL CENTERS. Gross revenues at the Company's travel centers increased 9.2% to
$5.6 million for the three months ended April 30, 1997 from $5.2 million for the
three months ended April 30, 1996.  This increase is primarily  attributable  to

                                       9
<PAGE>

increased sales of gasoline which increased  approximately  $363,000,  or 13.4%,
for the three  months  ended April 30, 1997 as compared to the same three months
ended April 30, 1996.  Also  included in gross  revenues  for travel  centers is
approximately  $158,000 in  wholesale  gasoline  sales which  resulted  from the
Company's  first CITGO  wholesale  distributorship.  Merchandise  sales declined
slightly  to $1.5  million for the three  months  ended April 30, 1997 from $1.6
million for the three months ended April 30, 1996.  Restaurant  sales  increased
3.0% to  $766,000  for the three  months  ended  April  30,1997 as  compared  to
$744,000 for the three months ended April 30,1996.

Cost of goods sold for the travel  centers  increased  12.9% to $3.9 million for
the three  months  ended April 30, 1997 from $3.5  million for the three  months
ended April 30, 1996, primarily as result of increased retail gasoline sales and
the addition of its wholesale gasoline operations.

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  slightly to $1.29  million for the three  months ended April 30, 1997
from $1.24 million for the three months ended April 30, 1996.

Depreciation  and  amortization  expense  increased  slightly to $89,000 for the
three  months  ended April 30, 1997 as compared to $87,000 for the three  months
ended April 30, 1996. The increase is  attributable  to additions to depreciable
assets during the current fiscal period.

The above factors  contributed to an overall decrease in travel center operating
income of 10.7% to  $271,000  for the three  months  ended  April  30,1997  from
$303,000 for the three months ended April 30, 1996.  This  decrease is primarily
attributable  to the  increases  in gasoline  sales  which carry a much  smaller
profit margin than sales of other  merchandise and therefore,  result in overall
smaller margins for the division.

OUTDOOR ADVERTISING.  Revenues from the Company's outdoor advertising  increased
34.4% to $1.1 million for the three  months  ended April 30, 1997 from  $782,000
for  the  three  months  ended  April  30,  1996.  The  increase  was  primarily
attributable to increased usage of available sign inventory,  increases in rates
and the  assimilation  of the Company's  acquisition of the outdoor  advertising
assets of The McCarty Company known as Pony Panels (which was effective April 1,
1997).   First  month's   billing   revenues  from  the  acquired   assets  were
approximately $65,000.

Operating expenses related to outdoor  advertising consist of direct advertising
expenses,  which include rental  payments to property owners for the use of land
on which  advertising  displays  are  located,  production  expenses and selling
expenses. Production expenses include salaries for operations personnel and real
estate representatives, property taxes, materials and repairs and maintenance of
advertising  displays.  Selling  expenses  consist  primarily  of  salaries  and
commissions  for  salespersons  and travel and  entertainment  related to sales.
Direct  operating  costs  increased 26.8% to $556,000 for the three months ended
April 30,  1997  from  $439,000  for the  three  months  ended  April 30,  1996,
principally due to addition of production personnel,  the assimilation of direct
operating costs associated with the Pony Panels  acquisition and increased costs
related to repairs and maintenance of existing advertising displays.

General and administrative  expenses for outdoor advertising consist of salaries
and wages for administrative personnel,  insurance, legal fees, association dues
and  subscriptions   and  other  indirect   operating   expenses.   General  and
administrative  expenses  increased 11.4% to $164,000 for the three months ended
April 30, 1997 from $147,000 for the three months ended April 30, 1996.

Depreciation and amortization  expense  increased 53.1% to $99,000 for the three
months  ended April 30, 1997 from  $64,000 for the three  months ended April 30,
1996.  The increase is  attributable  to scheduled  depreciation  of  additional
advertising  display  structures  and  machinery  and  equipment.  In  addition,
depreciation and amortization  expense increased as a result of the depreciation
of the value assigned to  advertising  display  structures  acquired in the Pony
Panels  acquisition and the amortization of the related goodwill.  Such expenses
amounted to approximately $21,000 for the three months ended April 30, 1997.

                                       10
<PAGE>

The above factors contributed to the increase in outdoor  advertising  operating
income of 76.0% to  $231,000  for the three  months  ended  April 30,  1997 from
$132,000 for the three months ended April 30, 1996. In addition, earnings before
interest,  taxes, depreciation and amortization (EBITDA) for outdoor advertising
increased  68.4% to  $330,000  for the three  months  ended  April 30, 1997 from
$196,000  for the three  months  ended  April 30,  1996.  The EBITDA  margin for
outdoor advertising increased to 31.4% for the three months ended April 30, 1997
as compared to 24.9% for the three months ended April 30, 1996.

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 23.4% to $112,000 for the three
months  ended April 30, 1997 as compared to $91,000 for the three  months  ended
April 30, 1996. This increase is primarily attributable to increased fees in the
aforementioned  areas as part of the Company's  transition from a privately held
company to a public entity.

Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture and fixtures  related  thereto and its  subsidiary.  Depreciation  and
amortization  expenses decreased to $30,000 for the three months ended April 30,
1997 as compared to $42,000 for the three months ended April 30, 1996.

Interest  expense declined 3.1% to $154,000 for the three months ended April 30,
1997 as compared to $159,000 for the three  months  ended April 30,  1996.  This
decline is  primarily  attributable  to the  payment of certain  lines of credit
(approximately  $1.5  million)  and more  favorable  terms  associated  with its
remaining indebtedness. See "Liquidity and Capital Resources".

Other income,  net,  primarily includes operating revenues and expenses from the
Company's  subsidiary,  farm  income and gains  and/or  losses from the sales of
assets.  Other  income,  net,  increased  16.0% to $219,000 for the three months
ended April 30, 1997 as compared to $188,000  for the three  months  ended April
30, 1996.

Income before taxes increased 28.2% to $425,000 for the three months ended April
30, 1997 as compared to $331,000 for the three months ended April 30, 1996. As a
percentage  of gross  revenues,  income  before taxes  increased to 6.4% for the
three months ended April 30, 1997 as compared to 5.6% for the three months ended
April 30, 1996.

Income taxes were $170,000 for the three months ended April 30, 1997 as compared
to  $132,000  for the three  months  ended April 30,  1996,  as result of higher
pretax income.

The foregoing  factors  contributed to the Company's  increase in net income for
the three  months  ended April 30, 1997 of $255,000 as compared to $199,000  for
the three months ended April 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 1997, the Company had working capital of $6.8 million and a current
ratio of 3.4:1,  compared to working capital of $9.3 million and a current ratio
of 5.0:1 at  January  31,  1997.  Net cash  used for  operating  activities  was
$107,000 for the three months ended April 30, 1997 as compared to cash  provided
by  operating  activities  of $70,000 for the three months ended April 30, 1996.
This decline is primarily  attributable  to increases in  merchandise  inventory
levels to prepare for the increase in tourists in the summer  traveling  months.
Net cash used for investing activities for the three months ended April 30, 1997
was $5.5 million,  of which $4.2 million was used in the purchase of the outdoor

                                       11
<PAGE>

advertising  assets of Pony Panels.  On April 26, 1997 and April 29,  1997,  the
Company  purchased  all of the  outdoor  advertising  assets of General  Outdoor
Advertising   and  Mesa  Outdoor   Advertising   for   $240,000  and   $425,000,
respectively.  In addition,  approximately $300,000 was used for the purchase of
land for the  construction of a new travel center complex.  For the three months
ended April 30, 1996, net cash used for investing  activities was $355,000.  Net
cash provided by financing  activities for the three months ended April 30, 1997
was $3.0  million as compared to $1.0  million for the three  months ended April
30,  1996.  The  majority  of such cash was  utilized  to  finance  the  outdoor
advertising  acquisitions previously noted. The Company incurred indebtedness in
the amount of $2.5 million for the Pony Panels  acquisition and $275,000 for the
Mesa acquisition.

On April 26,  1997,  the Company  purchased  the outdoor  advertising  assets of
General  Outdoor  Advertising  for $240,000 in cash.  The cash was provided from
proceeds of the Company's  initial  public  offering  ("IPO") of common stock in
December 1996.

On April 29, 1997, the Company purchased the outdoor  advertising assets of Mesa
Outdoor  Advertising for $150,000 in cash and a note payable to the former owner
in the amount of $275,000.  The cash was provided from proceeds of the Company's
public  offering  of stock in December  1996.  The note is secured by the assets
purchased,  bears  interest at a fixed rate of 9.0% per annum and matures on May
1, 2007.

On May 2, 1997, the Company secured an additional $1 million line of credit with
one of its existing lenders. The line of credit carries a variable interest rate
based on the bank's  prime  lending  rate  (8.5% on May 2,  1997).  The  primary
purpose  of the line of credit is to  finance  future  acquisitions  of  outdoor
advertising assets.

The Company is currently  negotiating  with one of its primary lenders to secure
additional lines of credit at amounts greater than its current  capacities.  The
Company  believes  that the  remaining  net  proceeds  from the IPO,  internally
generated  funds and funds  available  under  current and future lines of credit
will be  sufficient  to satisfy  all debt  service  obligations  and finance its
current  operations and anticipated  capital  expenditures for at least the next
twelve months.

Although  the Company  does not have any  agreements  in place,  it is currently
negotiating with an independent party for the acquisition of outdoor advertising
assets and one independent  party for the purchase of three travel centers.  The
Company  does not believe  that any of these  acquisitions  are probable and 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,  including  the
receipt of third party  consents.  The  Company  would  likely  finance any such
acquisitions with cash, additional  indebtedness or a combination of the two. To
the extent that any such  acquisition  would be paid for by the Company in cash,
the Company could decide to use a portion of the remaining net proceeds from the
IPO, use funds from its ongoing  operations,  seek  additional  financing from a
commercial lender or some combination of the foregoing. Any commercial financing
obtained for purposes of acquiring additional assets is likely to impose certain
financial  and other  restrictive  covenants  upon the Company and  increase the
Company's interest expense.


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PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

None.

ITEM 2.   CHANGES IN SECURITIES.

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.   OTHER INFORMATION.

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a). Exhibit No.            Exhibit Name
          -----------            ------------
            10.43                Promissory Note, dated as of May 2, 1997,
                                 payable by the Registrant to Norwest Bank
                                 in the aggregate principal amount of $1,000,000

              27                 Financial Data Schedule

     (b). For events during the  three months ended April 30, 1997,  the Company
          filed a Form 8-K  on May 1, 1997  in reporting its  acquisition of the
          outdoor  advertising  assets  of  The McCarty Company  known  as  Pony
          Panels.  No financial statements were required to be filed.

SIGNATURES

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

Date:       June 16, 1997    
                              BOWLIN
                              Outdoor Advertising & Travel Centers Incorporated


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

 
                              /s/ Michael E. Rising
                              ---------------------
                              Michael E. Rising, Chief Financial Officer
                              (Principal Financial and Accounting Officer)      



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