BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES



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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended April 30, 2000

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


                         Commission File Number 0-21451

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



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

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


                     Issuer's telephone number: 505-266-5985


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

As of June  14,  2000,  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, 2000 and January 31, 2000..........................2

                  Consolidated Statements of Income
                  for the Three Months Ended
                  April 30, 2000 and 1999......................................4

                  Consolidated Statement of Stockholders'
                  Equity for the Three Months Ended April 30, 2000.............5

                  Consolidated Statements of Cash Flows for the
                  Three Months Ended April 30, 2000 and 1999...................6

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

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

Item 3.           Quantitative and Qualitative Disclosures About
                  Market Risk.................................................15

                           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 ...........................16

                  Signatures .................................................16

                                       1
<PAGE>





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,
                                                                         2000                       2000
                                                                      (Unaudited)
                                                                  --------------------       --------------------
Current assets:
      Cash and cash equivalents                                    $           2,127          $           1,559
      Accounts receivable, Outdoor Advertising, net                              656                        595
      Accounts receivable, other                                                 535                        559
      Accounts receivable, related parties                                       146                        122
      Inventories                                                              3,602                      3,534
      Prepaid expenses and other current assets                                  704                        693
      Income taxes                                                               875                        849
      Notes receivable, related parties                                           14                         14
                                                                       --------------------       --------------------
      Total current assets                                                     8,659                      7,925



Property & equipment, net                                                     30,544                     30,556

Intangible assets, net                                                         1,946                      2,024

Other assets                                                                     269                        276
                                                                  --------------------       --------------------

      Total assets                                                 $          41,418          $          40,781
                                                                  ====================       ====================


                                                                                                      (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>
                                                                        April 30,                January 31,
                                                                          2000                      2000
                                                                       (Unaudited)
                                                                  --------------------       ---------------------

Current liabilities:

      Short-term borrowings, bank                                  $             707          $               242
      Accounts payable                                                         1,819                        1,417
      Current installments of long-term debt                                   1,557                        1,503
      Accrued liabilities                                                        480                          455
      Deferred income                                                            200                          142
                                                                  --------------------        ---------------------
      Total current liabilities                                                4,763                        3,759

Deferred income taxes                                                            938                          898

Long-term debt, less current installments                                     20,475                       20,886
                                                                  --------------------        ---------------------

      Total liabilities                                                       26,176                       25,543


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                                                        3,634                        3,630
                                                                 --------------------        ---------------------
      Total stockholders' equity                                              15,242                       15,238
                                                                  --------------------        ---------------------
      Total liabilities and stockholders' equity                   $          41,418            $          40,781
                                                                  ====================        =====================

</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>                                                                   <C>                                 <C>
                                                                               For the Three Months Ended
                                                                ------------------------------------------------------

                                                                    April 30,                          April 30,
                                                                      2000                                1999
                                                                   (Unaudited)                        (Unaudited)
                                                                ------------------                 -------------------

Gross sales                                                      $         8,823                    $          8,047
Less discounts on sales                                                       91                                  80
                                                                ------------------                 -------------------

       Net sales                                                           8,732                               7,967

Cost of goods sold                                                         5,775                               5,014
                                                                ------------------                 -------------------
       Gross profit                                                        2,957                               2,953

General and administrative expenses                                       (1,866)                             (1,920)
Depreciation and amortization                                               (672)                               (569)
                                                                ------------------                 -------------------
       Operating income                                                      419                                 464

Non-operating income (expense):
       Interest income                                                        21                                  23
       Gain on sale of property and equipment                                 95                                   5
       Interest expense                                                     (517)                               (430)
                                                                ------------------                 -------------------
       Total non-operating income (expense)                                 (401)                               (402)
                                                                ------------------                 -------------------
Income before income taxes                                                    18                                  62

Income taxes                                                                  14                                  26
                                                                ------------------                 -------------------

Net income                                                       $             4                    $             36
                                                                ==================                 ===================


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

Weighted average common shares and potential
       dilutive common shares                                          4,433,555                           4,384,848

Earnings per share
       Basic                                                     $           .00                    $            .01
                                                                ==================                 ==================

       Diluted                                                   $           .00                    $            .01
                                                                ==================                 ==================

</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>
                                        <C>            <C>             <C>               <C>             <C>

                                                     For the Three Months Ended April 30, 2000
                                                                    (Unaudited)
                                  ------------------------------------------------------------------------------------
                                                        Common       Additional
                                        Number          stock,         paid-in         Retained
                                      of shares         at par         capital         earnings           Total
                                  ------------------------------------------------------------------------------------

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

Net income (unaudited)                                                                        4                 4

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

Balance at April 30, 2000             4,384,848         $    4      $    11,604       $   3,634         $  15,242
                                  ====================================================================================

</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,
                                                                                  2000                      1999
                                                                              (Unaudited)               (Unaudited)
                                                                            -----------------          ---------------
Cash flows from operating activities:
      Net income                                                              $            4             $         36
      Adjustments to  reconcile  net income to net
         cash  provided  by  operating activities:
             Depreciation and amortization                                               672                      569
             Amortization of loan fees                                                    45                       32
             Provision for bad debts                                                      50                        9
             Gain on sales of property and equipment                                     (95)                      (5)
             Deferred income taxes                                                        40                       61
             Imputed interest                                                              2                        3
             Deferred income                                                              58                      (17)
             Changes in operating assets and liabilities, net                            224                       69
                                                                            -----------------          ---------------
                       Net cash provided by operating activities                       1,000                      757

Cash flows from investing activities:
      Proceeds from sale of assets                                                      132                        19
      Business acquisitions                                                               -                    (1,516)
      Purchases of property and equipment, net                                         (664)                   (1,560)
      Proceeds from insurance                                                             -                       236
      Proceeds from notes receivable, net                                                (6)                        2
                                                                            -----------------          --------------
                       Net cash used in investing activities                           (538)                   (2,819)

Cash flows from financing activities:
      Short-term borrowings, bank, net                                                  465                       277
      Borrowings on long-term debt                                                        -                     1,750
      Payments on long-term debt                                                       (359)                     (362)
                                                                            -----------------          ---------------
                       Net cash provided by financing activities                        106                     1,665


Net increase (decrease) in cash and cash equivalents                                    568                      (397)
Cash and cash equivalents at beginning of period                                      1,559                     2,199
                                                                            -----------------          ---------------

Cash and cash equivalents at end of period                                    $       2,127             $       1,802
                                                                            =================          ===============

                                                                                                           (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,
                                                                              2000                      1999
                                                                          (Unaudited)               (Unaudited)
                                                                        -----------------         -----------------

Supplemental disclosure of cash flow information:

     Acquisitions:
         Fair value of assets  acquired and  liabilities assumed
         at the date of the acquisitions were as follows:
            Prepaid expenses                                              $            -           $             3
            Billboards                                                                 -                     1,463
            Covenants not to compete                                                   -                        50
                                                                        =================         =================

</TABLE>

















          See accompanying notes to consolidated financial statements.


                                       7

<PAGE>

                                      BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


             Notes to Consolidated Financial Statements (Unaudited)


1.   The consolidated  financial statements for the three months ended April 30,
     2000 and 1999 are unaudited and reflect all adjustments (consisting only of
     normal  recurring  adjustments)  which are, in the  opinion of  management,
     necessary for a fair  presentation of the financial  position and operating
     results for the interim  periods.  The  consolidated  financial  statements
     should be read in conjunction  with the consolidated  financial  statements
     and notes, together with management's  discussion and analysis of financial
     condition  and results of  operations,  contained in the  Company's  annual
     report on Form 10-K for the fiscal year ended January 31, 2000.  Results of
     operations for interim  periods are not  necessarily  indicative of results
     that may be expected for the year as a whole.

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

<TABLE>
<S>
                                  <C>           <C>          <C>             <C>            <C>          <C>
                                                          Three months ended April 30,
                                ---------------------------------------------------------------------------------
                                                2000                                      1999
                                --------------------------------------   ----------------------------------------
                                  Income        Shares      Per Share       Income         Shares     Per Share
                                (Numerator)  (Denominator)   Amount       (Numerator)   (Denominator)   Amount

Basic EPS - net income           $   4,000     4,384,848    $    0.00      $   36,000     4,384,848   $     0.01
                                                            ----------                                -----------
Effect of Dilutive Securities
Stock options                                     48,707                                         -
                                ------------ --------------              -------------- -------------
Diluted EPS - net income         $    4,000     4,433,555   $    0.00      $   36,000     4,384,848   $     0.01
                                ============ ============== ==========   ============== ============= ===========



</TABLE>








                                       8

<PAGE>

                                      BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


             Notes to Consolidated Financial Statements (Unaudited)


3.   Segment Information:  Travel center operations, which represents 76 percent
     of net sales of the  Company,  and outdoor  advertising  operations,  which
     represents 24 percent of net sales, are the Company's  reportable  segments
     under SFAS No. 131,  Disclosure about Segments of an Enterprise and Related
     Information.  The travel  center  segment  provides  for the retail sale of
     merchandise,  food and gasoline to the  traveling  public while the outdoor
     advertising  segment  operates  billboard  advertising  displays  which are
     situated on  interstate  highways,  primarily  in the  Southwestern  United
     States.  No single customer  accounted for 10 percent of  consolidated  net
     sales in any period.

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

     Summarized  financial  information   concerning  the  Company's  reportable
     segments as of and for the respective  periods ended April 30, are shown in
     the following table.

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

                                   Travel           Outdoor          Corporate          Total
                                   Center         Advertising      and other (1)
       (in thousands)            Operations        Operations
        Three months           --------------   ---------------   ---------------  ---------------
       ended April 30,



 Net sales (2)
                    2000       $       6,675            2,057                 -            8,732
                    1999               6,129            1,838                 -            7,967

Segment profit (3)
(Income before
 income taxes)
                    2000       $         137              (40)               (79)             18
                    1999                 153               60               (151)             62

</TABLE>


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

     (2)  There were no inter-segment sales.

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











                                       9

<PAGE>



                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES




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

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

Overview

The  following is a  discussion  of the  consolidated  financial  condition  and
results of  operations  of the Company as of and for the periods ended April 30,
2000  and  1999.  This  discussion  should  be  read  in  conjunction  with  the
Consolidated  Financial Statements of the Company and the related notes included
in the Company's Form 10-K for the fiscal year ended January 31, 2000.

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



                                       10

<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


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):


<TABLE>
<S>

                <C>                                                <C>               <C>
                                                                     Three Months Ended
                                                                    2000              1999
                                                                    ----              ----
          Travel centers:
               Gross sales                                       $   6,766        $    6,209
               Discounts on sales                                       91                80
                                                                -----------      ------------
               Net sales                                             6,675             6,129
               Cost of sales                                         4,810             4,213
                                                                -----------      ------------
                                                                     1,865             1,916
               General and administrative expenses                   1,450             1,508
               Depreciation and amortization                           148               133
                                                                -----------      ------------
               Operating income                                        267               275
               Interest expense                                        130               122
                                                                -----------      ------------
               Segment profit                                          137               153

          Outdoor advertising:
               Gross sales                                           2,057             1,838
               Direct operating expenses                               965               801
                                                                -----------      ------------
                                                                     1,092             1,037
               General and administrative expenses                     279               278
               Depreciation and amortization                           490               412
                                                                -----------      ------------
               Operating income                                        323               347
               Interest expense                                        363               287
                                                                -----------      ------------
               Segment profit                                          (40)               60

          Corporate and other:
               General and administrative expenses                    (137)             (134)
               Depreciation and amortization                           (34)              (24)
               Interest expense                                        (24)              (21)
               Other income, net                                       116                28
                                                                -----------      ------------

          Income before income taxes                                    18                62

          Income taxes                                                  14                26
                                                                -----------      ------------

          Net income                                            $        4       $        36
                                                                ===========      ============


                                                                                        (Continued)

</TABLE>

                                       11

<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


<TABLE>
<S>
                  <C>                                              <C>               <C>
                                                                     Three Months Ended
                                                                   2000             1999
                                                                   ----             ----

          EBITDA(1) - Travel centers                            $      415       $       408
                                                                ===========      ============
          EBITDA - Outdoor advertising                          $      813       $       759
                                                                ===========      ============
          EBITDA - Total company                                 $   1,091        $    1,033
                                                                ===========      ============

          EBITDA margin - Travel centers                              6.1%              6.6%
                                                                ===========      ============
          EBITDA margin - Outdoor advertising                        39.5%             41.3%
                                                                ===========      ============
          EBITDA margin - Total company                              12.4%             12.8%
                                                                ===========      ============

</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.


Comparison of the Three Months Ended April 30, 2000 and April 30, 1999

Outdoor  Advertising.   Gross  sales  from  the  Company's  outdoor  advertising
increased  11.9% to $2.057  million for the three  months  ended April 30, 2000,
from $1.838  million for the three months ended April 30, 1999. The increase was
primarily   attributable   to  the  continual   assimilation  of  the  Company's
acquisitions,  internal development, increased usage of available sign inventory
and increases in rates.

Direct  operating  expenses  related  to outdoor  advertising  consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production expenses and selling expenses. Selling expenses consist
primarily of salaries and  commissions  for  salespersons  and travel related to
sales.  Direct  operating costs increased 20.5% to $965,000 for the three months
ended April 30, 2000,  from  $801,000 for the three months ended April 30, 1999.
The increase is principally due to increases in salaries,  sign repairs, cost of
production and  utilities.  Direct  operating  expenses as a percentage of gross
revenues for the three  months ended April 30, 2000 was 46.9%  compared to 43.6%
for the three months ended April 30, 1999.

General and administrative  expenses for outdoor advertising consist of salaries
and wages for administrative personnel,  insurance, legal fees, association dues
and  subscriptions   and  other  indirect   operating   expenses.   General  and
administrative expenses were $279,000 for the three months ended April 30, 2000,
compared to $278,000 for the three months ended April 30, 1999.

Depreciation and amortization  expense increased 18.9% to $490,000 for the three
months ended April 30, 2000,  from $412,000 for the three months ended April 30,
1999.  The increase is  attributable  to scheduled  depreciation  of advertising
display  structures  as well as the  amortization  of goodwill  and  non-compete
covenants.

                                       12
<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


The above factors contributed to the decrease in outdoor  advertising  operating
income of 6.9% to  $323,000  for the three  months  ended April 30,  2000,  from
$347,000 for the three months ended April 30, 1999.

Interest  expense  increased  26.5% to $363,000 for the three months ended April
30,  2000,  from  $287,000  for the three  months  ended  April 30,  1999 due to
additional borrowings to fund acquisitions and internal development.

Segment  profit  decreased  166.7% to ($40,000) for the three months ended April
30, 2000,  from $60,000 for the three months ended April 30, 1999 primarily as a
result of increases in depreciation and amortization, and interest expense.


EBITDA for outdoor  advertising  increased 7.1% to $813,000 for the three months
ended April 30, 2000,  from  $759,000 for the three months ended April 30, 1999.
The  EBITDA  margin for  outdoor  advertising  decreased  to 39.5% for the three
months ended April 30, 2000,  compared to 41.3% for the three months ended April
30, 1999.

Travel Centers. Gross sales at the Company's travel centers increased by 9.0% to
$6.766  million for the three months ended April 30, 2000,  from $6.209  million
for the three months ended April 30, 1999.  Merchandise  sales increased 4.0% to
$2.225  million for the three months ended April 30, 2000,  from $2.139  million
for the three months ended April 30, 1999.  Gasoline  sales  increased  14.0% to
$3.486  million for the three months ended April 30, 2000,  from $3.057  million
for the same  period  in  1999.  Wholesale  gasoline  sales  increased  16.9% to
$409,000 for the three months ended April 30, 2000,  from $350,000 for the three
months ended April 30, 1999. Restaurant sales decreased 2.6% to $646,000 for the
three  months  ended April 30,  2000,  from  $663,000 for the three months ended
April 30, 1999.

Cost of goods sold for the travel centers  increased 14.2% to $4.810 million for
the three months ended April 30, 2000,  from $4.213 million for the three months
ended April 30, 1999. Merchandise cost of goods increased 7.6% to $1.011 million
for the three months ended April 30,  2000,  from  $940,000 for the three months
ended April 30, 1999.  Gasoline cost of goods increased 18.3% to $3.230 millions
for the three  months ended April 30,  2000,  from $2.731  million for the three
months ended April 30, 1999. Wholesale gasoline cost of goods increased 17.5% to
$396,000 for the three months ended April 30, 2000,  from $337,000 for the three
months  ended  April  30,  1999.  Restaurant  cost of goods  decreased  15.6% to
$173,000 for the three months ended April 30, 2000,  from $205,000 for the three
months  ended  April  30,  1999.  Cost of goods  sold as a  percentage  of gross
revenues for the three  months ended April 30, 2000 was 71.1%  compared to 67.9%
for the three months ended April 30, 1999.

Gross profit for the travel  centers  decreased  2.7% to $1.865  million for the
three  months  ended April 30,  2000,  from $1.916  million for the three months
ended April 30, 1999.  Lower  margins on  convenience  store  product  sales and
gasoline sales for the three months ended April 30, 2000 continued to negatively
impact gross margin.

General and  administrative  expenses  for travel  centers  consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and  maintenance.  General and  administrative  expenses for the travel  centers
decreased 3.8% to $1.450 million for the three months ended April 30, 2000, from
$1.508 million for the three months ended April 30, 1999.

Depreciation and amortization  expense increased 11.3% to $148,000 for the three
months ended April 30, 2000,  from $133,000 for the three months ended April 30,
1999.

The above factors  contributed to an overall decrease in travel center operating
income of 2.9% to  $267,000  for the three  months  ended April 30,  2000,  from
$275,000 for the three months ended April 30, 1999.

                                       13
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                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


Interest expense increased 6.6% to $130,000 for the three months ended April 30,
2000, from $122,000 for the three months ended April 30, 1999.

Segment  decreased  10.5% to $137,000 for the three months ended April  30,2000,
from $153,000 for the three months ended April 30, 1999 primarily as a result of
increases in depreciation and amortization and interest expenses.

EBITDA for travel centers  increased 1.7% to $415,000 for the three months ended
April 30, 2000,  from  $408,000  for the three months ended April 30, 1999.  The
EBITDA margin for travel centers decreased slightly to 6.1% for the three months
ended  April 30,  2000,  compared to 6.6% for the three  months  ended April 30,
1999.

Corporate and Other. General and administrative expenses for corporate and other
operations  of the Company  consist  primarily of executive  and  administrative
compensation  and  benefits,  accounting,  legal and  investor  relations  fees.
General and  administrative  expenses increased to $137,000 for the three months
ended April 30, 2000, from $134,000 for the three months ended April 30, 1999.

Depreciation  and  amortization  expenses for the Company's  corporate and other
operations consist of depreciation  associated with the corporate  headquarters,
furniture  and fixtures and vehicles.  Depreciation  and  amortization  expenses
increased to $34,000 for the three months ended April 30, 2000, from $24,000 for
the three months ended April 30, 1999.

Interest expense increased 14.3% to $24,000 for the three months ended April 30,
2000, from $21,000 for the three months ended April 30, 1999.

Other  income,  net,  includes  gains and/or losses from the sales of assets and
interest income.  Other income,  net, increased 314.3% to $116,000 for the three
months ended April 30,  2000,  from $28,000 for the three months ended April 30,
1999.  The increase is due to a one-time  gain of $102,000 from the sale of land
in the first quarter of fiscal year 2001 not present in fiscal year 2000.

Income before income taxes decreased 71.0% to $18,000 for the three months ended
April 30, 2000,  from  $62,000 for the three  months ended April 30, 1999.  As a
percentage of gross  revenues,  income before income taxes decreased to 0.2% for
the three  months  ended April 30,  2000,  from 0.8% for the three  months ended
April  30,  1999,   primarily  as  a  result  of  increased   depreciation   and
amortization, and interest expense.

Income taxes were $14,000 for the three months ended April 30, 2000, compared to
$26,000 for the three months ended April 30, 1999, as the result of lower pretax
income.

The foregoing factors  contributed to a decrease in the Company's net income for
the three  months  ended  April 30,  2000 to $4,000  compared to $36,000 for the
three months ended April 30, 1999.

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

                                       14

<PAGE>

                                     BOWLIN
                      OUTDOOR ADVERTISING & TRAVEL CENTERS
                          INCORPORATED AND SUBSIDIARIES


Liquidity and Capital Resources

At April 30,  2000,  the  Company had  working  capital of $3.896  million and a
current  ratio of 1.8:1,  compared  to working  capital of $4.166  million and a
current  ratio of 2.1:1 at January 31,  2000.  Net cash  provided  by  operating
activities  was  $1.000  million  for the three  months  ended  April 30,  2000,
compared  to  $757,000  for the three  months  ended  April 30,  1999.  Net cash
provided  in  the  current  period  is  primarily   attributable   to  increased
depreciation   and   amortization   expense  and  other  operating   assets  and
liabilities.

Net cash used in investing  activities for the three months ended April 30, 2000
was $538,000, of which $664,000 was used for purchases of property and equipment
partially  offset by proceeds  from sales of assets.  For the three months ended
April 30, 1999, net cash used for investing  activities was $2.819  million,  of
which $1.560 was used for purchases of property and equipment and $1.516 million
was used for acquisitions.

Net cash provided by financing  activities  for the three months ended April 30,
2000 was $106,000 as compared to $1.665 million for the three months ended April
30,  1999.  At April 30, 2000 and 1999,  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  any  such
acquisitions.  Any such  acquisition  would be  subject to the  negotiation  and
execution  of  definitive   agreements,   appropriate  financing   arrangements,
performance  of due  diligence,  approval of the  Company's  Board of Directors,
receipt by the Company of  unqualified  audited  financial  statements,  and the
satisfaction of other  customary  closing  conditions.  The Company would likely
finance  any  such  acquisitions  with  cash,   additional   indebtedness  or  a
combination  of the two.  Any  commercial  financing  obtained  for  purposes of
acquiring  additional  assets is likely to impose  certain  financial  and other
restrictive  covenants  upon the Company and  increase  the  Company's  interest
expense.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The principal market risks to which the Company is exposed to are interest rates
on the Company's debt. The Company's interest sensitive liabilities are its debt
instruments.  Variable  interest  on  majority  of  debt  equals  LIBOR  plus an
applicable  margin.  Because  rates may  increase or  decrease at any time,  the
Company  is exposed to market  risk as a result of the  impact  that  changes in
these  base  rates  may have on the  interest  rate  applicable  to  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.

Item 3.           Defaults Upon Senior Securities.  None.

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

Item 5.           Other Information.  None.

                                       15

<PAGE>

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 three  months ended
               April 30, 2000.

Signatures

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

Date:             June 14, 2000

                                     BOWLIN
                                     Outdoor Advertising & Travel
                                     Centers Incorporated

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


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







                                       16
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