UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2001
                                       OR
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _______________

                          COMMISSION FILE NO. 000-31701

                           BOWLIN TRAVEL CENTERS, INC.
              (Name of the registrant as specified in its charter)

           NEVADA                                             85-0473277
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

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

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

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

    Title of each class                Name of each exchange on which registered
Common Stock, $.001 Par Value                           OTC.BB
-----------------------------          -----------------------------------------


      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                                      NONE
--------------------------------------------------------------------------------

                                (Title of class)

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 of 1934 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 [ ]

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the registrant at April 20, 2001 was $2,906,431.

The number of shares of Common Stock,  $.001 par value,  outstanding as of April
20, 2001: 4,583,348


<PAGE>

FORWARD-LOOKING STATEMENTS

     Certain   statements  in  this  Annual  Report  on  Form  10-K   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934,  as amended,  and should be read in  conjunction  with the
Consolidated  Financial  Statements  of Bowlin  Travel  Centers,  Inc., a Nevada
corporation  (the "Company" or "Bowlin Travel  Centers").  Such  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
could  cause the  Company's  actual  results  to differ  materially  from  those
contained in these forward-looking  statements,  including those set forth under
the heading "RISK FACTORS" under ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION AND RESULTS OF  OPERATIONS  and the risks and other factors
described elsewhere.  The cautionary factors,  risks and other factors presented
should not be construed as  exhaustive.  The Company  assumes no  obligation  to
update these  forward-looking  statements to reflect actual results,  changes in
assumptions  or  changes  in  other  factors   affecting  such   forward-looking
statements.

                                     PART I

ITEM 1. BUSINESS

COMPANY OVERVIEW

     The Company  operates  travel  centers  dedicated to serving the  traveling
public  in rural  and  smaller  metropolitan  areas of the  Southwestern  United
States.  The Company's  tradition of serving the public dates back to 1912, when
the founder,  Claude M. Bowlin,  started  trading goods and services with Native
Americans in New Mexico.  Bowlin  Travel  Centers  currently  operates  thirteen
full-service travel centers along interstate highways in Arizona and New Mexico.
The Company advertises its travel centers through a network of approximately 300
outdoor advertising display faces. The Company's travel centers offer brand name
food, gasoline and a variety of unique Southwestern merchandise to the traveling
public.

     The Company was formed on August 8,  2000, as a wholly owned  subsidiary of
Bowlin Outdoor Advertising and Travel Centers  Incorporated  ("Bowlin Outdoor").
Pursuant to a  Contribution  Agreement,  dated as of  November  1, 2000,  Bowlin
Outdoor  contributed  substantially  all of the assets and liabilities  directly
related to its travel centers  business to Bowlin Travel  Centers.  See Item 13,
"Certain Relationships and Related Transactions".

     Prior to  August 8,  2000 the  Company's  travel  centers  were  owned  and
operated as a business  segment of Bowlin Outdoor.  Bowlin Outdoor  operated two
business  segments;  travel centers and outdoor  advertising.  Bowlin  Outdoor's
common  stock  was  traded  on the  American  Stock  Exchange  and was a  public
reporting company. You may read and copy any materials that Bowlin Outdoor files
with the  Commission at its Public  Reference  Room at 450 Fifth  Street,  N.W.,
Washington,  D.C. 20549. You may also obtain information about Bowlin Outdoor by
calling the Commission at 1-800-SEC-0330.  The Commission  maintains an Internet
site   (http://www.sec.gov)   that  contains  reports,   proxy  and  information
statements,  and other information  regarding issuers that  electronically  file
reports with the Commission, including reports proxy and information statements,
and other information filed by Bowlin Outdoor


                                       1
<PAGE>

RECENT DEVELOPMENTS

MERGER BETWEEN BOWLIN OUTDOOR AND LAMAR ADVERTISING COMPANY

     On October 3, 2000,  Bowlin  Outdoor  entered into an Agreement and Plan of
Merger with Lamar Advertising Company,  pursuant to which, Bowlin Outdoor merged
its outdoor  advertising  business  with Lamar as of  February  1, 2001.  Bowlin
Outdoor formed the Company in  anticipation  of a distribution  of the shares of
Bowlin Travel  Centers to the  stockholders  of Bowlin  Outdoor.  The merger was
consummated on January 31, 2001. Immediately prior to the merger, Bowlin Outdoor
"spun-off" the Company in a tax-free  distribution to the stockholders of Bowlin
Outdoor.

AGREEMENTS BETWEEN BOWLIN OUTDOOR AND BOWLIN TRAVEL CENTERS

     Bowlin Outdoor  entered into several  agreements with Bowlin Travel Centers
that survived the merger with Lamar. They entered into a Contribution Agreement,
Tax and Disaffiliation  Agreement,  Management Services  Agreement,  and a Lease
Agreement.  These agreements are discussed under Item 13, Certain  Relationships
and Related Transactions.

SUBSEQUENT EVENTS

     On February 3, 2001,  an  "Agreement  to Terminate  Contract" was signed by
Bowlin Travel Centers and Tim Larson, terminating the purchase agreement for the
Company's  Lordsburg Dairy Queen, with the property and equipment reverting back
to the Company. This Dairy Queen is operated  independently of any travel center
location.  The Company had entered into an agreement to lease this store with an
option  to own and had  agreed to carry a note on the  sale.  The book  basis of
approximately  $130,000 represents the note receivable balance at that date plus
closing  costs of $5,000.  As of March 10,  2001,  the  Company  entered  into a
similar  arrangement  with  another  potential  owner-operated  and  leased  the
property  through March 9, 2003,  with an option to purchase as of September 10,
2002 for $150,000 payable at closing.

     The  Company  anticipates  selling  one of its  travel  centers  located in
Benson, Arizona within the next thirty days. The Company believes that the sales
and  revenues  from this travel  center are not material and and will not have a
material adverse affect on the Company's overall financial condition.

INDUSTRY OVERVIEW

     The  travel  services  industry  in which  the  Company  competes  includes
convenience  stores  that  may or may not  offer  gasoline,  and  fast  food and
full-service  restaurants located along rural interstate  highways.  The Company
believes  that the  current  trend in the  travel  services  industry  is toward
strategic  pairings at a single  location  of  complementary  products  that are
noncompetitive,   such  as  brand  name   gasoline  and  brand  name  fast  food
restaurants.  This concept,  known as  "co-branding,"  has recently seen greater
acceptance by both  traditional  operators and larger petroleum  companies.  The
travel  services  industry  has also been  characterized  in recent  periods  by
consolidation or closure of smaller  operators.  The convenience  store industry
includes both traditional operators that focus primarily on the sale of food and
beverages but also offer gasoline, and large petroleum companies that offer food
and beverages primarily to attract gasoline customers.

     The  restaurant   segment  of  the  travel  services   industry  is  highly
competitive,  most  notably in the areas of  consistency  of  quality,  variety,


                                       2
<PAGE>

price,  location,  speed of service and  effectiveness  of marketing.  The major
chains  are   aggressively   increasing   market   penetration  by  opening  new
restaurants,  including  restaurants at "special  sites" such as retail centers,
travel centers and gasoline outlets. Smaller quick-service restaurant chains and
franchise operations are focusing on brand and image enhancement and co-branding
strategies.

BUSINESS STRATEGY

     The Company's business strategy is to capture a greater market share of the
interstate  traveler  market in Arizona  and New Mexico by  offering  name brand
recognized  food  service  operations  and  gasoline,  and  unique  Southwestern
souvenirs and gifts,  at a single location and at competitive  prices  delivered
with a high standard of service.

     The Company's travel centers are strategically  located along well-traveled
interstate  highways in Arizona and New Mexico where there are generally few gas
stations,  convenience  stores  or  restaurants.  Most of the  Company's  travel
centers  offer food and  beverages,  ranging from drinks and snack foods at some
locations to  full-service  restaurants  at others.  The Company's  food service
operations at six of the Company's  thirteen  travel  centers  operate under the
Dairy  Queen/Brazier  or Dairy Queen trade names.  Two of the  Company's  travel
centers operate under the Stuckey's brand name. The Stuckey's  specialty  stores
are  family   oriented   shops  that  feature  the   Stuckey's   line  of  pecan
confectioneries.  Stuckey's is well known among travelers as a place to shop for
souvenirs, gifts, and toys and travel games for children.

     The  Company's  travel  centers  offer brand name  gasoline  such as CITGO,
EXXON, and Diamond Shamrock.  The Company is an authorized  distributor of CITGO
and EXXON petroleum products.  Two of the Company's locations are EXXON stations
and eight of its locations are CITGO stations.

     The Company's  billboard  advertising for its travel centers emphasizes the
wide range of unique  Southwestern  souvenirs and gifts  available at the travel
centers,  as well as the availability of gasoline and food.  Merchandise at each
of the  Company's  stores is offered at prices  intended to suit the budgets and
tastes  of  a  diverse  traveling   population.   The  merchandise  ranges  from
inexpensive  Southwestern  gifts and  souvenirs to unique  handcrafted  jewelry,
rugs, pottery, and other gifts.

GROWTH STRATEGY

TRAVEL CENTERS

o    The Company is committed to expanding its travel center operations  through
     internal development.

o    The Company believes that the co-branding concept implemented at its travel
     centers  has  resulted  in  increased  revenues,   and  intends  to  pursue
     opportunities to acquire rights to additional brand name products.

o    The Company  intends to continue to offer high quality  brand name food and
     products in a clean,  safe  environment  designed to appeal to travelers on
     interstate highways.

o    The Company  intends to continue  to increase  sales at existing  locations
     through ongoing renovation and upgrading of facilities,  including gasoline
     sales by  focusing  on the  marketing  of CITGO and EXXON  gasoline  brands
     through its travel center outlets.


                                       3
<PAGE>

GASOLINE WHOLESALING

     The Company has been wholesaling  gasoline since 1997. Since 1997, revenues
from  wholesaling  gasoline have accounted for an average of approximately 5% of
gross  revenues.  Other than  purchasing gas for retail sales through its travel
centers,  the Company currently  wholesales gasoline to only two customers.  The
Company  intends to maintain its current level of gasoline  wholesaling and does
not anticipate  expanding or actively  marketing our wholesaling  business.  See
"Business Operations -- Gasoline Wholesaling".

BUSINESS OPERATIONS

     The Company  sells food,  gasoline  and  merchandise  through its  thirteen
travel centers located along two interstate  highways (I-10 and I-40) in Arizona
and New  Mexico.  These are key  highways  for travel to  numerous  tourist  and
recreational  destinations as well as arteries for regional  traffic among major
Southwestern  cities.  All of the Company's travel centers are open every day of
the year except Christmas.

     Each of the Company's travel centers  maintains a distinct,  theme-oriented
atmosphere. In addition to the Southwestern merchandise it purchases from Native
American tribes,  the Company also imports  approximately 650 items from Mexico,
including handmade blankets,  earthen pottery and wood items.  Additional goods,
novelties  and  imprinted  merchandise  are imported  from  several  Pacific Rim
countries. The Company has long-standing  relationships with many of its vendors
and  suppliers.  While  the  Company  has no formal  agreements  with any of its
vendors and suppliers of  Southwestern  merchandise  and items from Mexico,  the
Company  believes  that there are adequate  resources  outside of those that are
regularly used so that the Company could continue to provide these items even if
it were unable to use its regular sources.

     The Company sells food under the Dairy Queen and Dairy  Queen/Brazier brand
names and sells snacks and souvenir  merchandise under the Stuckey's brand name.
The terms of its agreements  with Stuckey's and Dairy Queen obligate the Company
to pay these  franchisers a franchise  royalty and in some instances a promotion
fee, each equal to a percentage of gross sales  revenues from products  sold, as
well as comply with certain provisions governing the operation of the franchised
stores.  The  Company is  obligated  to pay Dairy Queen 4% of its sales of their
products, and to pay Stuckey's 1% of its sales of their products.

     The Company currently  operates six Dairy Queens at its travel centers.  It
has individual  franchise agreements for each Dairy Queen operated at the travel
centers.  None of these agreements are exclusive nor do they prevent the Company
from  entering  into  agreements  with  other food  franchisors.  Several of the
agreements have different termination provisions and are effective for different
terms.  Under four of the Dairy Queen  agreements,  the term continues until the
Company  elects to terminate  it with 60 days prior  written  notice,  or if the
Company or Dairy Queen elect to terminate  the  agreement  because the other has
breached the agreement and has not cured that breach within 14 days of notice of
the breach.  The other two Dairy Queen agreements are for specific terms. One of
those Dairy Queen agreements, entered into February 1, 1984, is for a term of 25
years and the other,  entered  into on November  18,  1986,  is for a term of 20
years. The Company may not terminate either of these agreements  unless it gives
notice to Dairy Queen that they are in breach of the  agreement  and Dairy Queen
has not cured that breach  within  thirty  days of our  notice.  Dairy Queen may
terminate  either of these agreements if they deliver notice to the Company that
it is in breach of the agreement and it does not cure that breach within 14 days
of that notice.


                                       4
<PAGE>

     The Company currently  operates  Stuckey's  franchises at two of the travel
centers:  Edgewood, New Mexico, and Benson, Arizona. The franchise agreement for
the  Stuckey's  location in  Edgewood  was  entered  into on July 7, 1982.  This
agreement  had an  initial  term of ten years and is  renewable  for  additional
five-year  terms at our  option.  The  current  term of this  agreement,  if not
extended or terminated  before,  will end on July 7, 2002.  The Company  entered
into a letter  agreement on March 1, 1987 for the Stuckey's  location in Benson,
Arizona. Under its terms, the Company may cancel this agreement at any time with
ninety days prior written  notice.  Stuckey's may cancel this  agreement with 12
months prior written  notice,  or if the Company is in  non-compliance  with the
agreement.  The current term of this  agreement,  if not extended or  terminated
before,  will end on March 1, 2002. Neither of these agreements is exclusive nor
do they  prevent the  Company  from  entering  into  agreements  with other food
franchisors

     The Company continuously monitors and upgrades its travel center facilities
to  maintain a high  level of  comfort,  quality  and  appearance.  Improvements
include new awnings and facings, new signage and enhanced lighting,  furnishings
and parking lot improvements.

     The Company is an authorized CITGO and EXXON distributor. The Company sells
CITGO  gasoline at seven  travel  centers,  and EXXON  gasoline at three  travel
centers.  At two travel centers the Company sells Chevron and Shamrock gasoline,
and at one travel center the Company sells unbranded gasoline.

     The fact that the Company is an authorized CITGO and EXXON  distributor has
significance in our industry.  As licensed distributors for CITGO and EXXON, the
Company purchases gasoline directly from CITGO and EXXON as direct marketers and
at the  lowest  wholesale  prices  they  offer.  Prior to  becoming  a  licensed
distributor, the Company purchased gasoline through other distributors, paying a
distributor's  markup  price.  This  required the Company to negotiate and enter
into  agreements  with other  distributors  to try to  purchase  gasoline at the
lowest possible price.  The CITGO and EXXON  distribution  agreement  allows the
Company to streamline  its gasoline  supply  arrangements  and take advantage of
volume-driven pricing by consolidating purchases from these suppliers.

     The  CITGO  distribution  agreement  had an  initial  three-year  term that
expired  September 30, 1998,  and  automatically  renewed for a three-year  term
through  2001.  The EXXON  distribution  agreement  has a  three-year  term that
expires  March 31, 2004.  CITGO's and EXXON's  ability to terminate or refuse to
renew the agreement is subject to the  occurrence of certain events set forth in
the Petroleum Marketing Practices Act, which includes  bankruptcy,  or breach of
the  agreement,  or  termination  by CITGO or EXXON of its  petroleum  marketing
activities in the Company's  distribution area. CITGO and EXXON may terminate or
refuse to renew these  agreements  only if it terminates or refuses to renew the
agreement in compliance with the Petroleum Marketing Practices Act.

     The  Company's  agreements  with  CITGO and EXXON do not  prohibit  it from
entering into similar arrangements with other petroleum companies.  The terms of
the  distribution  agreements  require the Company to purchase  certain  monthly
minimum quantities of gasoline during the term of the agreement,  which includes
gasoline  purchased  for sale at its  travel  centers.  The  amount of  required
gasoline  purchase  ranges  from a low of 50,000  gallons  to a high of  275,000
gallons  per  month.  The  Company  determines  the amount of  gasoline  it will
purchase  under the  agreements  based on what it believes its needs will be for
gasoline,   including  seasonal  demands.  These  determinations  are  based  on
historical sales and internal  forecasts.  Since the effective date of the CITGO
distribution  agreement,  purchases of CITGO products have exceeded the required
minimum quantities.  Since the effective date of the EXXON agreement,  purchases


                                       5
<PAGE>

have not met the minimum quantities. Additionally, the minimum quantities can be
increased or decreased, as applicable, to accommodate additional travel centers,
or losses of travel centers.

     In addition to the requirement to purchase  minimum amounts under the CITGO
and  EXXON  distribution  agreements,  the  Company  is also  required  to pay a
processing  fee of  approximately  3% of the value of the sale for  purchases of
gasoline made by customers using a credit card.

GASOLINE WHOLESALING

     The Company currently  wholesales gasoline to only two customers.  Over the
past four  years,  wholesaling  of  gasoline  has  accounted  for,  on  average,
approximately  5.5% of overall  revenues.  The Company  intends to maintain  its
current  level of gasoline  wholesaling  and does not  anticipate  expanding  or
actively  marketing its  wholesaling  business.  Below is a table that shows the
revenues  generated  from gasoline  wholesaling,  total revenues for the periods
reflected, and the percentage total of overall revenues attributable to gasoline
wholesaling.

  Gasoline wholesaling revenues as a percentage of Gross Revenues (unaudited):

<TABLE>
<CAPTION>
  Fiscal Year Ended    Gross Revenues    Revenue from Gasoline      Percentage of Gross
     January 31,                              Wholesaling         Revenues attributable to
                                                                    Gasoline Wholesaling
  -----------------    --------------    ---------------------    ------------------------
  <S>                  <C>               <C>                      <C>
        1997            $21,692,000               -0-                       -0-
        1998            $22,584,000             $917,000                   4.06
        1999            $23,803,000            $1,229,000                  5.16
        2000            $27,242,000            $1,672,000                  6.14
        2001            $27,164,000            $1,802,000                  6.63
</TABLE>

     The  Company  does not derive a  material  amount of net  revenue  from the
wholesaling  of  gasoline.  The  cost of  goods  sold as a  percentage  of gross
revenues for gasoline wholesaling is approximately 97%.

COMPETITION

     The Company faces competition at its travel centers from  quick-service and
full-service  restaurants,  convenience  stores, gift shops and, to some extent,
from truck stops  located along  interstate  highways in Arizona and New Mexico.
Large  petroleum  companies  operate some of the travel centers that the Company
competes with, while many others are small  independently  owned operations that
do not offer brand name food  service or  gasoline.  Giant  Industries,  Inc., a
refiner and marketer of petroleum products,  operates two travel centers, one in
Arizona and one in New Mexico,  which are high volume  diesel  fueling and large
truck repair  facilities  that also include small shopping  malls,  full-service
restaurants,  convenience  stores,  fast food  restaurants  and gift shops.  The
Company's principal competition from truck stops includes Love's Country Stores,
Inc., Petro  Corporation and Flying J. Many  convenience  stores are operated by
large,  national chains that are substantially  larger,  better  capitalized and
have  greater  name  recognition  and  access  to  greater  financial  and other
resources than the Company.  Although the Company faces substantial competition,
the  Company  believes  that few of its  competitors  offer the same  breadth of
products and services dedicated to the traveling public.


                                       6
<PAGE>

EMPLOYEES

     As of January 31, 2001, the Company had  approximately 126 full-time and 64
part-time employees; 41 were located in Arizona, 149 were located in New Mexico.
None of the Company's employees are covered by a collective bargaining agreement
and the Company believes that relations with its employees are good.

REGULATION

     The Company's operations are subject to regulation for dispensing gasoline,
maintaining mobile homes, dispensing food, sales of fireworks,  sales of cactus,
operating outdoor advertising signs, waste disposal and air quality control. The
Company also must maintain  registration of company  vehicles,  general business
licenses and corporate licenses.

     Each food service  operation is subject to licensing  and  regulation  by a
number of governmental  authorities relating to health, safety,  cleanliness and
food handling. The Company's food service operations are also subject to Federal
and state laws  governing  such  matters as working  conditions,  overtime,  tip
credits and minimum wages.  The Company  believes that  operations at its travel
centers comply in all material respects with applicable licensing and regulatory
requirements; however, future changes in existing regulations or the adoption of
additional regulations could result in material increases in operating costs.

     Travel center operations are also subject to extensive laws and regulations
governing  the sale of tobacco,  and in New Mexico travel  centers,  the sale of
fireworks.  Such regulations include certain mandatory licensing  procedures and
ongoing  compliance  measures,  as well as  special  sales tax  measures.  These
regulations  are  subject  to change  and  future  modifications  may  result in
decreased revenues or profit margins at the Company's travel centers as a result
of such changes.

     Nearly all licenses and registrations are subject to renewal each year. The
Company  is not  aware of any  reason  it would be  unable  to renew  any of its
licenses and  registrations.  The Company estimates that the total cost spent on
an annual basis for all licenses and registrations is less than $25,000.

     Historically,  ongoing  costs have been  incurred to comply  with  Federal,
state  and local  environmental  laws and  regulations,  primarily  relating  to
underground  storage  tanks.  These costs include  assessment,  compliance,  and
remediation costs, as well as certain ongoing capital  expenditures  relating to
gasoline  dispensing  operations.  Between  1995 and 1999,  in  compliance  with
Federally  mandated  rules,  the Company  completed  removal of all  underground
storage tanks and replaced  them with above ground  storage tanks at all but one
site.  The  underground  storage  tanks at the  other  site were  replaced  with
fiberglass  tanks and a monitoring  system,  also in compliance  with  Federally
mandated rules. The total cost of this conversion was approximately  $1,000,000.
The  Company  has  also  spent  approximately  $365,000  cleaning  the  sites of
underground  storage tanks. Of this amount,  the State government has reimbursed
approximately  $119,000  and  approximately  $155,000  is not  reimbursable.  In
general, the Company is responsible for the first $10,000 to clean up a previous
underground storage tank site. The remaining costs are generally reimbursable by
the State.

     The  Company   anticipates  that  the  regulating   agencies  will  develop
regulations  for above ground storage of fuel and anticipate that because of its
expenditures  and  compliance,  ongoing  costs  for  compliance  should  not  be
material.  Over the next twelve months,  the Company  anticipates  spending less
than $100,000 to complete any remaining clean up from  underground  storage tank


                                       7
<PAGE>

sites. Of this amount, all but approximately $20,000 should be reimbursable. The
Company does not anticipate  any other material costs for regulatory  compliance
during the next twelve months.

TRADEMARKS

     The  Company  operates  its  travel  centers  under  a  number  of its  own
trademarks  such as The Thing,  Trails  West,  Butterfield  Station and Bowlin's
Running  Indian,  as well as  certain  trademarks  owned  by third  parties  and
licensed  to  the  Company,  such  as  the  Dairy  Queen,  Dairy  Queen/Brazier,
Stuckey's, CITGO and EXXON trademarks. The Company's right to use the trademarks
Dairy Queen, Dairy  Queen/Brazier,  Stuckey's,  CITGO and EXXON are derived from
the agreements  entered into with these companies,  and these rights expire when
those agreements  expire or are terminated.  The Company has a Federal trademark
for "BOWLIN"  that is effective  through  2008.  All other rights to trade names
that the Company uses in its  operations  are  protected  through  common law or
state rights granted through a registration  process.  The Company believes that
its  trademark  rights will not  materially  limit  competition  with its travel
centers.  The Company also believes that,  other than its Federal  trademark for
"BOWLIN",  none of the  trademarks  owned  are  material  to  overall  business;
however,  the  loss of one or  more of our  licensed  trademarks  could  have an
adverse effect.

Trademark / Trade Name         Where Registered       Expiration of Registration
----------------------     ------------------------   --------------------------
                           United States Patent and
BOWLIN                         Trademark Office            October 27, 2008

The Thing                          Arizona                 November 2, 2000*

Trails West                      New Mexico                  July 29, 2004

Bowlin's Running Indian          New Mexico                  April 16, 2004

*    The  Company  has  applied  for renewal of this trade name with the Arizona
Secretary of State and is not aware of any reason why this renewal request would
not be granted.

ITEM 2. PROPERTIES

     As of January 31, 2001, the Company operated  thirteen travel centers.  The
Company owns the real estate and improvements  where seven of its travel centers
are  located,  all of which  are  subject  to  mortgages.  Six of the  Company's
existing  travel centers are located on real estate that the Company leases from
various third parties. These leases have terms ranging from five to forty years,
assuming  exercise by the Company of all renewal options available under certain
leases.

     The Company's  principal  executive  offices  occupy  approximately  20,000
square  feet of space  owned by the  Company in  Albuquerque,  New  Mexico.  The
Company's  principal  office  space is subject to a mortgage,  which  matures on
November 1, 2005, and the principal balance accrues interest at the bank's prime
rate (9.0% at January  31,  2001).  The  Company  owns a central  warehouse  and
distribution  facility  occupying 27,000 square feet in Las Cruces,  New Mexico.
The Las Cruces  property  is subject to a mortgage  that  matures on December 1,
2014 and accrues interest on the unpaid principal balance at a rate of 8.65% per
annum. The Company  believes that its headquarters and warehouse  facilities are
adequate for its operations for the foreseeable future.


                                       8
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     The Company from time to time may be involved in litigation in the ordinary
course  of  business,   including  disputes  involving   employment  claims  and
construction  matters.  Bowlin  Travel  Centers is not  currently a party to any
lawsuit or proceeding  which, in the opinion of management,  is likely to have a
material adverse effect.

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

     The Company did not submit any matters to a vote of security holders in the
fourth quarter of fiscal 2001.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     As of January 31,  2001,  there were  4,583,348  shares of common  stock of
Bowlin Travel Centers outstanding.  There are no outstanding options or warrants
to purchase,  or  securities  convertible  into shares of common stock of Bowlin
Travel Centers.  Shares of the common stock of the Company are traded on the OTC
Bulletin Board under the symbol "BWTL".

     The Company is authorized to issue up to 10,000,000 shares of common stock,
par value $.001 per share and up to  1,000,000  shares of preferred  stock,  par
value  $.001.  Holders of shares of common  stock are  entitled  to one vote per
share on all matters to be voted on by  stockholders  and do not have cumulative
voting  rights.  Subject  to the  rights of  holders  of  outstanding  shares of
preferred  stock,  if any,  the holders of common  stock are entitled to receive
such  dividends,  if any, as may be  declared  from time to time by the Board of
Directors in its  discretion  from funds legally  available  therefor,  and upon
liquidation,  dissolution,  or winding  up are  entitled  to receive  all assets
available  for  distribution  to  the  stockholders.  The  common  stock  has no
preemptive or other  subscription  rights, and there are no conversion rights or
redemption or sinking fund  provisions  with respect to such shares.  All of the
outstanding shares of common stock are fully paid and nonassessable.

     In the  Company's  Articles of  Incorporation,  pursuant to Nevada  Revised
Statues  Section  78.378,  we elected not to be governed  by the  provisions  of
Nevada Revised Statutes Section 78.378 to 78.3793, inclusive. Pursuant to Nevada
Revised  Statutes  Section  78.434,  we also  elected  not to be governed by the
provisions of Nevada  Revised  Statutes  Sections  78.411 to 78.444,  inclusive.
These statutes are sometimes  referred to as "interested  stockholder"  statutes
and  their  purpose  is to limit  the way in which a  stockholder  may  effect a
business combination with the corporation without board or stockholder approval.
Because the Company has elected not to be governed by these  statutes,  a person
or entity could attempt a takeover, or attempt to acquire a controlling interest
of, and effect a business  combination  with,  Bowlin Travel Centers without the
restrictions  of these Nevada Revised  Statutes  provisions.  See,  also,  "Risk
Factors -- Our current  capitalization could delay, defer or prevent a change of
control".

ITEM 6. SELECTED FINANCIAL DATA

     The selected  consolidated  financial data presented below are derived from
the audited financial statements of the Company for the five years ended January
31,  2001.  The data  presented  below  should be read in  conjunction  with the


                                       9
<PAGE>

audited  consolidated  financial  statements,  related  notes  and  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
included herein.

     Because  Bowlin  Travel  Centers  did not operate  independently  of Bowlin
Outdoor,  and was a segment of the business  operations of Bowlin Outdoor during
the periods  reflected in the following  selected  financial data, it might have
recorded different results had it been operated independently of Bowlin Outdoor.
Therefore,   the  financial  information  presented  below  is  not  necessarily
indicative of the results of  operations  or financial  position that would have
resulted if Bowlin  Travel  Centers had been a  separate,  stand-alone  business
during  the  periods  shown,  or  of  its  future  performance  as  a  separate,
stand-alone business.







                     Rest of page intentionally left blank.


                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                YEARS ENDED JANUARY 31,*
                                        -------------------------------------------------------------------
                                            2001          2000          1999          1998          1997
                                        -------------------------------------------------------------------
<S>                                     <C>           <C>           <C>           <C>           <C>
STATEMENT OF INCOME DATA:

Net sales                               $26,765,264   $26,855,781   $23,519,909   $22,303,645   $21,388,899

Net income                              $   298,812   $   487,366   $   253,672   $   596,123   $   672,729

Earnings per share                      $      0.07   $      0.11   $      0.06   $      0.13   $      0.15


BALANCE SHEET DATA (at end of period)

Total assets                            $18,527,507   $16,990,676   $16,163,671   $12,045,789   $11,501,644

Long-term debt, including current
installments                            $ 5,940,469   $ 6,723,555   $ 6,769,025   $ 3,068,374   $ 3,186,357

*    The Company did not operate independently during any of the fiscal periods shown.
</TABLE>


                                       11
<PAGE>

ITEM 7. 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 three fiscal years ended
January 31, 2001, 2000 and 1999.  This discussion  should be read in conjunction
with the  Financial  Statements  of the Company and the related  notes  included
elsewhere in this Form 10-K. References to specific years refer to the Company's
fiscal year ending January 31 of such year.

     The  forward-looking  statements  included in  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations reflect  management's
best  judgement  based  on  factors   currently  known  and  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.

FISCAL YEAR ENDED JANUARY 31, 2001 (FISCAL  2001)  COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 2000 (FISCAL 2000)

     Gross sales at the Company's  travel  centers  slightly  decreased  0.3% to
$27.164  million for fiscal  2001,  from $27.242  million for fiscal  2000.  The
decrease is primarily due to the closure of one travel  center in October,  2000
and the sale of  another  travel  center in  November  2000.  Merchandise  sales
decreased 2.5% to $9.541 million for fiscal 2001, from $9.782 million for fiscal
2000.  Gasoline sales  increased 2.5% to $13.360  million for fiscal 2001,  from
$13.035  million for fiscal 2000.  Restaurant  sales  decreased  10.6% to $2.461
million for fiscal 2001, from $2.753 million for fiscal 2000. Wholesale gasoline
sales  increased 7.8% to $1.802 million for fiscal 2001, from $1.672 million for
fiscal 2000.

     Cost of goods sold for the travel centers increased 0.5% to $18.749 million
for fiscal 2001,  from $18.660  million for fiscal 2000. Cost of goods sold as a
percentage  of gross  revenues  for fiscal 2001 was 69.0%  compared to 68.5% for
fiscal 2000.

     Gross profit for the travel  centers  decreased  2.2% to $8.017 million for
fiscal 2001 from $8.196  million for fiscal 2000.  Lower margins on  convenience
store items as well as lower  gasoline  margins and a decrease in gasoline sales
volume  measured in gallons as a result of higher gasoline prices impacted gross
profit.

     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 also include executive and
administrative  compensation and benefits, investor relations and accounting and
legal fees. General and administrative expenses for the travel centers decreased
5.4% to $6.743 million for fiscal 2001, from $7.129 million for fiscal 2000. The
decrease is primarily due to the reduction of salaries and the related  benefits
and  taxes,  and  rents and  leases  due to the  purchase  of land at two of the
Company's travel center locations in fiscal 2001.

     For fiscal year 2001, the Company's President and Chief Operating Officer's
annual base salaries were $195,000 and $145,000 respectively, as provided for in
their respective employment  agreements with Bowlin Outdoor,  effective February
1, 1997. Upon  consummation of the merger with Lamar  Advertising  Company,  the
employment agreements to which each was a party terminated.


                                       12
<PAGE>

     Depreciation  and amortization  expenses  increased by 8.3% to $779,000 for
fiscal 2001, from $719,000 for fiscal 2000.

     Management  fee income  consists of  reimbursements  for certain  corporate
general and administrative  functions  performed on the behalf of Bowlin Outdoor
including  treasury,   accounting,  tax,  human  resources,  and  other  support
services.  Management fee income  increased 2.9% to $213,000  during fiscal 2001
from $207,000 during fiscal 2000. Bowlin Outdoor has elected to discontinue such
cost  sharing and the  agreement  terminated  on February 1, 2001.  See "Certain
Relationships and Related Party Transactions".

     The above factors  contributed to an increase in travel  centers  operating
income of 20.8% $708,000 for fiscal 2001, from $586,000 for fiscal 2000.

     Other income (expense) includes interest income,  gains and losses from the
sale of assets,  a casualty gain from insurance  coverage and interest  expense.
Interest  income  increased  88.5% to $181,000 in fiscal  2001,  from $96,000 in
fiscal 2000  primarily  as a result of higher cash  balances due to the parent's
distribution as well as tax overpayment  refunds.  Gains from the sale of assets
increased  to  $267,000  from  $1,000  primarily  due to the  sale of one of the
Company's  travel centers and the sales of other certain assets.  In fiscal 2000
the Company  recorded a one-time  gain from  insurance  proceeds of $712,000 not
present in fiscal 2001.  Interest expense  increased 4.7% to $626,000 for fiscal
2001,  from $598,000 for fiscal 2000. The increase is primarily  attributable to
the increase in interest rates associated with the Company's debt.

     Income  before  income taxes  decreased  33.4% to $530,000 for fiscal 2001,
from $796,000 for fiscal 2000  primarily due to the one-time gain from insurance
proceeds of $712,000 in fiscal 2000 not present in fiscal 2001, partially offset
by the decrease in general and administrative expenses. As a percentage of gross
revenues,  income  before  income  taxes  decreased to 2.0% for the fiscal ended
2001, from 2.9% for fiscal 2000.

     Income taxes were $232,000 for fiscal 2001, compared to $309,000 for fiscal
2000,  as a result of lower  pre-tax  income.  The effective tax rate for fiscal
2001 was 43.8%, compared to 38.8% for fiscal 2000.

     The foregoing factors  contributed to the Company's  decrease in net income
for fiscal 2001 to $299,000, compared to $487,000 for fiscal 2000.

FISCAL YEAR ENDED JANUARY 31, 2000 (FISCAL  2000)  COMPARED TO FISCAL YEAR ENDED
JANUARY 31, 1999 (FISCAL 1999)

     Gross sales at the  Company's  travel  centers  increased  14.4% to $27.242
million for fiscal 2000,  from $23.803 million for fiscal 1999. This increase is
primarily  attributable  to the new travel  center  completed  in February  1999
located  approximately  20 miles west of  Albuquerque  on Interstate 40. The new
travel  center  contributed  gross  sales of $1.790  million  for  fiscal  2000.
Merchandise sales increased 21.6% to $9.782 million for fiscal 2000, from $8.043
million for fiscal 1999,  with the new travel  center  contributing  $631,000 of
merchandise sales.  Gasoline sales increased 11.2% to $13.035 million for fiscal
2000,  from  $11.720  million  for  fiscal  1999  with  the  new  travel  center
contributing  $1.159 million of gasoline sales.  Restaurant sales decreased 2.1%
to $2.753  million  for fiscal  2000,  from  $2.811  million  for  fiscal  1999.
Wholesale  gasoline  sales  increased  36.0% to $1.672  million for fiscal 2000,


                                       13
<PAGE>

compared to $1.229 million for fiscal 1999. The increase is  attributable  to an
additional  wholesale  location.  In February 1999 the Company began wholesaling
gasoline to a gasoline retailer in Deming, New Mexico.

     Cost of goods  sold  for the  travel  centers  increased  18.0% to  $18.660
million for fiscal 2000,  from $15.818 million for fiscal 1999. This increase is
primarily a result of the new travel center, which contributed $1.395 million to
cost of  goods,  of which  $353,000  was  merchandise  and  $1.042  million  was
gasoline. The new travel center accounted for approximately one-half of the cost
of goods  increase  for  fiscal  year  2000.  The  remaining  cost of goods sold
increase for fiscal year 2000 was  attributable to an overall  increase in sales
not attributable to the new travel center, of approximately $1.649 million. Cost
of goods  sold as a  percentage  of gross  revenues  for  fiscal  2000 was 68.5%
compared to 66.5% for fiscal 1999.

     Gross profit for the travel  centers  increased  6.4% to $8.196 million for
fiscal 2000 from $7.702  million for fiscal 1999.  Lower margins on  convenience
store items as well as lower  gasoline  margins and a decrease in gasoline sales
volume measured in gallons as a result of  extraordinary  high gasoline  prices,
negatively impacted gross profit.

     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 also include executive and
administrative  compensation and benefits, investor relations and accounting and
legal fees. General and administrative expenses for the travel centers increased
8.9% to $7.129  million  for fiscal  2000,  from  $6.546 for  fiscal  1999.  The
increase is primarily due to general and administrative expenses attributable to
the new travel center and, to a lesser extent,  increases in travel center rents
and sign repairs.

     For fiscal  year 2000,  the  Company's  President  and its Chief  Operating
Officer's  annual base  salaries  were  $195,000 and $145,000  respectively,  as
provided for in their respective  employment  agreements  effective  February 1,
1997.  Upon  consummation  of the merger  with Lamar  Advertising  Company,  the
employment agreements to which each was a party terminated.

     Depreciation  and amortization  expenses  decreased by 0.3% to $719,000 for
fiscal year 2000 from $717,000 for fiscal year 1999.

     Management  fee income  consists of  reimbursements  for certain  corporate
general and administrative  functions  performed on the behalf of Bowlin Outdoor
including  treasury,   accounting,  tax,  human  resources,  and  other  support
services.  Management fee income  increased 10.7% to $207,000 during fiscal 2000
from $187,000 during fiscal 1999.  Bowlin Travel Centers and Bowlin Outdoor have
entered  into a  management  services  agreement,  however,  Bowlin  Outdoor has
elected  to  discontinue  such cost  sharing  and the  agreement  terminated  on
February 1, 2001. See "Certain Relationships and Related Party Transactions".

     The above factors  contributed to an decrease in travel  centers  operating
income of 7.6% to $586,000  for fiscal  2000,  compared  to $634,000  for fiscal
1999.

     Other income (expense) includes interest income,  gains and losses from the
sale of assets,  a casualty gain from insurance  coverage and interest  expense.
Interest  income  increased  11.6% to $96,000 in fiscal  2000,  from  $86,000 in
fiscal 1999.  Gains from the sale of assets  decreased to $1,000 in fiscal 2000,
from $7,000 in fiscal 1999. In fiscal 2000 the Company  recorded a one-time gain
from insurance proceeds of $712,000 not present in fiscal 1999. Interest expense


                                       14
<PAGE>

increased  92.3% to $598,000 for fiscal 2000, from $311,000 for fiscal 1999. The
increase is primarily  attributable  to the increase in debt associated with the
Company's new travel center.

     Income  before  income taxes  increased  91.3% to $796,000 for fiscal 2000,
from $416,000 for fiscal 1999. As a percentage of gross revenues,  income before
income taxes  increased to 2.9% for the fiscal ended 2000,  from 1.7% for fiscal
1999 primarily as a result of the gain from insurance proceeds, partially offset
by increased depreciation, amortization and interest expense.

     Income taxes were $309,000 for fiscal 2000, compared to $162,000 for fiscal
1999, as a result of higher  pre-tax  income.  The effective tax rate for fiscal
2000 was 38.8%, compared to 38.9% for fiscal 1999.

     The foregoing factors  contributed to the Company's  increase in net income
for fiscal 2000 to $487,000, compared to $254,000 for fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

     At January 31,  2001,  the company  had working  capital of $5.609  million
compared to working  capital of $3.687  million at January 31, 2000.  At January
31, 2001,  the company had a current ratio of 3.1:1  compared to a current ratio
of 2.8:1 at January 31, 2000 ("current  ratio" is the ratio of current assets to
current  liabilities).  The  increase in working  capital and the current  ratio
between  January 31, 2000 and January  31, 2001 are  primarily  attributable  to
increases in cash of $2.654 million,  offset by increases in accounts payable of
$221,000 as well as a payable due to a related party of $516,000.

     The net cash provided by operating activities was $1.039 million at January
31, 2001,  compared to $1.422  million at January 31, 2000.  During fiscal 2001,
there were  increases in  operating  assets and  liabilities  of $208,000 and an
increase in  depreciation  of $60,000,  offset by decreases in deferred  incomes
taxes of $342,000.

     Net cash provided by investing activities was $538,000 at January 31, 2001,
compared to net cash used of $1.779  million at January 31,  2000.  The increase
was due  primarily to purchases of property and equipment of $303,000 at January
31, 2001, compared to $2.909 million at January 31, 2000.  Increases in property
and  equipment  were offset by  proceeds  from the sale of assets of $837,000 at
January 31, 2001,  compared to proceeds of $139,000 at January 31, 2000, as well
as $1.087  million in  insurance  proceeds  received  at January 31,  2000.  The
insurance  proceeds  received  were for a loss caused by a fire at the Company's
headquarters  during  November  1998.  The  building  has been  repaired and the
proceeds  received  from the  insurance  loss were  based on costs to repair the
damage. See "Notes to Financial Statements -- Note 2".

     Net cash provided by financing activities was $1.077 million at January 31,
2001 compared to net cash used of $45,000 at January 31, 2000.  The increase was
due primarily to a capital  contribution  of $1.360  million at January 30, 2001
from Bowlin Outdoor as part of the reconciliation of accounts resulting from the
contribution of assets and liabilities and the subsequent spin-off.  Payments on
long-term  debt were  $783,000  at January  31,  2001,  compared  to payments on
long-term  debt of  $822,000 at January 31, 2000 that were offset by proceeds of
$776,000.

     As of January  31,  2001,  the company  was  indebted to various  banks and
individuals in an aggregate  principal  amount of  approximately  $5.940 million
under various loans and promissory  notes,  compared to $6.724 as of January 31,


                                       15
<PAGE>

2000. Land,  buildings,  equipment and inventories of the company secure many of
the loans and promissory  notes.  The loans and promissory notes mature at dates
from the  current  fiscal  year to  October  2013 and accrue  interest  at rates
ranging  from  7.75 % to 10%  per  annum.  Our  total  monthly  payments  on our
outstanding long-term debt obligations are approximately $84,000.

     Approximately $5.3 million of the approximately $5.940 million in loans and
promissory  notes  outstanding  as of January 31, 2001,  was borrowed  under the
Master Loan  Agreement  revised as of November 10, 2000, by and among us, Bowlin
Outdoor and First Security Bank.  Under this master loan agreement,  the Company
grants a security  interest in its assets and  property  as  security  interests
against its obligations under the agreement.  Shortly following the consummation
of the merger with Bowlin Outdoor, Lamar paid off all outstanding obligations of
Bowlin  Outdoor  under the  agreement.  See Item 7 - Certain  Relationships  and
Related Transactions, Master Loan Agreement.

     Under the Master Loan Agreement, the Company must:

          o    comply with all material laws, rules, regulations and orders;
          o    pay and discharge all taxes, assessments and governmental charges
               or levies  imposed  upon us or our  property  before  they become
               delinquent, so long as it is not being contested;
          o    maintain  insurance  with  responsible  and  reputable  insurance
               companies or associations  in amounts  covering such risks as are
               acceptable to First Security Bank;
          o    preserve and maintain corporate existence, rights, franchises and
               privileges in the  jurisdiction  of the Company's  incorporation,
               and qualify and remain  qualified in each  jurisdiction  in which
               such  qualification  is  necessary  or  desirable  in view of our
               business and operations or ownership of properties;
          o    maintain and preserve in good working  order,  save ordinary wear
               and tear,  all of our  properties  that are used or useful in the
               conduct of our business; and
          o    perform and observe all of the terms and  provisions of all other
               loans, debts and obligations.

     Under the Master Loan  Agreement,  the Company  must  maintain  each of the
following  minimum financial  ratios,  calculated  quarterly from fiscal quarter
reviewed statements with income and expense items annualized:

          o    debt coverage ratio of 1.15 to 1.0;
          o    interest coverage ratio of 1.5 to 1.0;
          o    net worth of company must  increase by at least 50% of net profit
               on an annual basis; and
          o    tangible leverage ratio of not more than 3.5 to 1.0;

For purposes of calculating these ratios, the following definitions and formulas
apply:

               "earnings"  means earnings before interest,  taxes,  depreciation
               and amortization;

               "interest  coverage  ratio" means  earnings  divided by (Interest
               expense (+) taxes);

               "debt  coverage  ratio"  means  earnings  divided by (prior  year
               current  maturities  of long term debt (+)  interest  expense (+)
               taxes); and


                                       16
<PAGE>

               "tangible  leverage ratio" means total liabilities / tangible net
               worth.  Tangible  net  worth is  defined  as the sum of  (capital
               stock,  paid in capital and  returned  earnings)  less the sum of
               goodwill or other intangible assets.

     Also,  during the term of the Master Loan  Agreement,  the Company may not,
except with First Security Bank's prior written consent:

          o    merge with another  entity  (excluding  the merger between Bowlin
               Outdoor and Lamar);
          o    sell, pledge or dispose of all or substantially all assets;
          o    invest in another entity in excess of $500,000;
          o    materially change business operations;
          o    make any non-GAPP  required or recommended  changes in accounting
               methods;
          o    incur, assume or otherwise become obligated on loans, borrowings,
               debts, leases, or other financing with any person or entity in an
               amount  exceeding  the  aggregate of $500,000 per fiscal year and
               the aggregate maximum amount of $1,000,000 (not including amounts
               due to vendors for fuels, supplies, materials, labor, and similar
               day to day operating  expenses incurred in the ordinary course of
               the travel center and outdoor advertising business);
          o    incur any  indebtedness  or other  obligations  to any  lender to
               finance the  acquisition of any outdoor  advertising  business or
               billboards; or
          o    incur  any  indebtedness  or other  obligations  to the  owner or
               seller of any  single or  related  group of  outdoor  advertising
               assets or  businesses  to finance  the  purchase  of such  assets
               (seller  financing)  in  excess  of  $500,000  and in no event in
               excess of the aggregate maximum amount of $1,000,000 for all such
               types of indebtedness.

     The following table shows our long-term debt  obligations as of January 31,
2001:

                                                                   January 31,
                                                                       2001
                                                                 ---------------

     Due bank,  maturity November 2005, variable interest        $   2,467,041
         (9.13%   at   January   31,    2001),    monthly
         installments  of $37,398,  secured by  buildings
         and equipment
     Due bank,  maturity October 2013,  variable interest
         (9.00%    at    January 31,    2001),    monthly
         installments  of  $9,860,  secured  by land  and
         buildings                                                     898,143
     Due bank,  maturity October 2013,  variable interest
         (9.00%    at    January 31,    2001),    monthly
         installments  of  $6,081,  secured  by land  and
         buildings                                                     534,607
     Due bank,  maturity November 2005, variable interest
         at index  rate  (9.00%  at  January  31,  2001),
         monthly   installments   of  $4,920  secured  by
         buildings and equipment                                       451,601
     Due bank,  maturity November 2005, variable interest
         at  index  rate  (9.00%  at  January 31,  2001),
         monthly  installments  of  $7,517,   secured  by
         buildings and equipment                                       697,719


                                       17
<PAGE>
                                                                   January 31,
                                                                       2001
                                                                 ---------------

     Due  banks  and  other  financing  companies,   with
         maturity  dates ranging from 2001 to 2014.  Most
         bear interest at  adjustable  rate of 7.75% with
         certain  fixed  rate  notes  at  8.9%.   Monthly
         payments  totaling  $14,072.  Secured  by  land,
         buildings, equipment, and inventories                         789,412
     Due individuals,   various  payment  schedules  with
         maturity  dates  in  2003,   including  interest
         ranging from 8.00% to 10.00%.  Monthly  payments
         totaling $3,818.  Secured by land and buildings               101,946
                                                                 -------------

                                                                     5,940,469
     Less current maturities                                           495,041
                                                                 -------------

                                                                 $   5,445,428
                                                                 =============


                                                                     (Continued)

                                       18
<PAGE>

     The table below shows our future maturities of long-term debt for the years
indicated ending January 31.

                 2001                      $      495,041
                 2002                             541,493
                 2003                             524,899
                 2004                             494,145
                 2005                             540,700
                 Thereafter                     3,344,191
                                           --------------

                              Total        $    5,940,469
                                           ==============

See "Notes to Financial Statements -- Footnote 4".

     The Company has forecasted  approximately  $300,000 for capital commitments
for fiscal year 2002.  The Company  expects to use current  working  capital and
cash flows from  operations to fund these  commitments  and does not  anticipate
obtaining any outside sources for these commitments.

     The  Company  is  unaware  of  any  trends  or  demands,   commitments   or
uncertainties  that will result or are reasonably  likely to result in liquidity
increasing or decreasing  in any material way over the next twelve  months.  The
Company  can  borrow up to $1.0  million  under the credit  facility  with First
Security Bank. (See "Certain Relationships and Related Party Transactions" for a
summary of our Master Loan Agreement,  by and among First Security Bank,  Bowlin
Outdoor  and Bowlin  Travel  Centers).  The  Company  believes  that its working
capital and the cash flow generated from current  operations  will be sufficient
to fund operations over the next twelve months without  borrowing any additional
funds under the credit  facility.  While the Company is not currently a party to
any agreements to acquire any additional  travel  centers,  nor does the Company
have plans to build any  additional  travel  centers  in the near  term,  if the
Company  were to acquire or construct  any  additional  travel  centers it would
likely have to obtain  additional  financing to do so,  either under the current
credit  facility or through  other means.  The Company  cannot  predict with any
certainty what the terms of such financing might be.

ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     As of January 31, 2001, approximately $5.267 million of the Company's total
indebtedness  accrued interest at variable rates tied to LIBOR or the respective
bank's prime lending rate. As such,  the Company is subject to  fluctuations  in
interest  rates  that  could  have a  negative  impact on the net  income of the
Company.  In  addition,  it is likely that future  indebtedness  incurred by the
Company  will be at variable  rates that could impact the  Company's  ability to
finance internal  development and growth of the business.  The Company does not,
however,  believe that any risk inherent in the variable rate nature of our debt
is likely  to have a  material  effect on its  financial  position,  results  of
operations or liquidity.

     The Company has not entered into any market risk sensitive  instruments for
trading  purposes.  Further,  the Company does not currently have any derivative
instruments  outstanding  and  has  no  plans  to use  any  form  of  derivative
instruments to manage its business in the foreseeable future.


                                       19
<PAGE>

RISK FACTORS

     The Company  does not  provide  forecasts  of  potential  future  financial
performance.  While  management is optimistic  about  long-term  prospects,  the
following  issues and  uncertainties,  among  others,  should be  considered  in
evaluating our growth outlook.

     This Form 10-K contains  forward-looking  statements that involve risks and
uncertainties.  You should  not rely on these  forward-looking  statements.  The
Company uses words such as "anticipate,"  "believe," "plan," "expect," "future,"
"intend" and similar  expressions to identify such  forward-looking  statements.
This Form 10-K also contains  forward-looking  statements  attributed to certain
third parties relating to their estimates  regarding the travel center industry,
among other things. You should not place undue reliance on those forward-looking
statements. Actual results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risks faced described
below and elsewhere in this Form 10-K.

     THE COMPANY'S  SHARES OF COMMON STOCK ARE TRADED ON THE OTC BULLETIN  BOARD
AND WILL  LIKELY BE SUBJECT TO  SIGNIFICANT  PRICE  VOLATILITY  AND AN  ILLIQUID
MARKET.

     The Company is not  applying  to any  exchange to list its shares of common
stock. However,  there are currently eight market makers that have traded in the
shares of the Company's  common stock on the OTC Bulletin  Board.  Since trading
began on the OTC Bulletin Board in February,  the spread between the bid and ask
market  price of the common  stock has varied from less than 10% to greater than
2000%.  As of April 24,  2001,  the BID price of a share of common  stock ranged
from a low of $0.10 to a high of  $1.14,  and the ASK price of a share of common
stock  ranged from a low of $1.19 to a high of $2.00.  In order to purchase  and
sell shares of the Company's  common stock on the OTC Bulletin  Board,  you must
use one of the market  makers then making a market in the stock.  Because of the
wide  variance in the BID and ASK  spreads,  there is  significant  risk that an
investor that sold shares on the OTC Bulletin  Board would sell them for a price
that was  significantly  lower  than the  price at  which  the  shares  could be
purchased,  and vice versa.  The number of shares traded to date  indicates that
the market for the Company's shares of common stock is illiquid which could make
it difficult to purchase or sell shares.

     THE COMPANY'S HISTORICAL FINANCIAL INFORMATION MAY NOT BE REPRESENTATIVE OF
ITS RESULTS AS A SEPARATE COMPANY.

     The  historical  financial  information  included in this Form 10-K may not
reflect what results of operations, financial position and cash flows would have
been had the Company  been a  separate,  stand-alone  entity  during the periods
presented or what results of operations,  financial position and cash flows will
be in the future. This is because:

o    adjustments  and  allocations  have been made,  primarily  with  respect to
     corporate-level  expenses  and  administrative  functions,  because  Bowlin
     Outdoor  did not  account  for the  Company  as,  and the  Company  was not
     operating as, a separate  stand-alone  business for all periods  presented;
     and

o    the information  does not reflect changes that may occur in the future as a
     result of the Company's separation from Bowlin Outdoor

     For additional information, see "Selected Financial Data" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."


                                       20
<PAGE>
     THE COMPANY  MIGHT INCUR  GREATER  COSTS AND EXPENSES IN  PROPORTION TO ITS
REVENUES   OPERATING  AS  A  STAND-ALONE  ENTITY  THAT  COULD  ADVERSELY  AFFECT
PROFITABILITY.

     The Company has not operated as a stand-alone  entity  separate from Bowlin
Outdoor.  The Company may have  benefited from operating as a division of Bowlin
Outdoor by  sharing  some  expenses,  personnel  and other  costs.  General  and
administrative costs, as a percentage of revenue,  could increase as a result of
the Company operating independently of Bowlin Outdoor. If the costs and expenses
of operating independently are substantially greater than the costs and expenses
of operating as a division of Bowlin Outdoor, it could have a negative affect on
profitability  and an  adverse  affect  on  business  operations  and  financial
condition.

     THE COMPANY MIGHT NOT BE ABLE TO SECURE ADDITIONAL FINANCING.

     The  Company  has  been  able  to  secure  financing  for the  purchase  of
additional  assets  from  commercial  lenders  in amounts up to 100% of the fair
market value of the acquired  assets.  However,  this  financing was obtained by
Bowlin Outdoor as a single consolidated entity. The Company might not be able to
obtain  additional  financing  as a  stand-alone  company  without  the  outdoor
advertising segment of Bowlin Outdoor. If obtainable,  there can be no assurance
that  any  additional  financing  will  be  available  in the  future  on  terms
acceptable to the Company.  The Company  anticipates that any financing  secured
could impose certain financial and other restrictive covenants upon operations.

     THERE IS NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO SUCCESSFULLY  EXPAND
BUSINESS.

     The Company intends to continue to explore the  possibilities  of acquiring
or building  additional travel centers.  Although existing  operations are based
primarily in the Southwest,  current  expansion plans include  consideration  of
acquisition  opportunities in both the Southwest and other geographic regions of
the United States. However, there can be no assurance that suitable acquisitions
can be  identified,  and the Company  will likely  face  competition  from other
companies for available acquisition opportunities. Any such acquisition would be
subject  to  negotiation  of  definitive   agreements,   appropriate   financing
arrangements  and  performance of due diligence.  There can be no assurance that
the  Company  will be able to  complete  such  acquisitions,  obtain  acceptable
financing,   or  any  required  consent  of  our  bank  lenders,  or  that  such
acquisitions,  if  completed,  can  be  integrated  successfully  into  existing
operations.  The  success of an  expansion  program  will  depend on a number of
factors, including the availability of sufficient capital, the identification of
appropriate expansion opportunities, the Company's ability to attract and retain
qualified employees and management, and the continuing profitability of existing
operations.  There can be no assurance that the Company will achieve its planned
expansion or that any expansion will be profitable.

     THE  COMPANY'S  USE OF PETROLEUM  PRODUCTS  SUBJECTS IT TO VARIOUS LAWS AND
REGULATIONS, AND EXPOSES IT TO SUBSTANTIAL RISKS.

     The  Company is subject to  federal,  state and local laws and  regulations
governing the use, storage,  handling, and disposal of petroleum products. While
the  Company  believes  that  it  is  compliant  with   environmental  laws  and
regulations,  the risk of accidental  contamination to the environment or injury
cannot be  eliminated.  In the event of such an accident,  the Company  could be
held liable for any  damages  that result and any such  liability  could  exceed
available resources. The Company could be required to incur significant costs to
comply  with  environmental  laws and  regulations  that may be  enacted  in the
future.

                                       21
<PAGE>

     BECAUSE ALL OF THE COMPANY'S  TRAVEL CENTERS ARE LOCATED IN ARIZONA AND NEW
MEXICO, A DOWNTURN IN THE ECONOMIC  CONDITIONS IN THE SOUTHWESTERN UNITED STATES
COULD ADVERSELY AFFECT BUSINESS OPERATIONS AND FINANCIAL CONDITIONS.

     The  Company's  travel  centers are located only in Arizona and New Mexico.
The Company  relies on the business  generated from travelers and patrons within
these two states, and those traveling through these states.  Risks from economic
downturns are not diversified or spread out across several  regions.  Because of
the geographic  concentration of the Company's  travel centers,  business may be
adversely affected in the event of a downturn in general economic  conditions in
the Southwestern United States generally, or in Arizona or New Mexico.

     THE COMPANY DEPENDS ON THIRD PARTY RELATIONSHIPS.

     The Company is  dependent  on a number of third party  relationships  under
which it offers brand name and other products at its travel centers. These brand
name relationships  include  distributorship  relationships with CITGO and EXXON
and existing franchise  agreements with Dairy  Queen/Brazier and Stuckey's.  The
Company's  existing  operations  and  plans for  future  growth  anticipate  the
continued existence of such relationships.

     The  CITGO  distribution  agreement  had an  initial  three-year  term that
expired  September 30, 1998,  and  automatically  renewed for a three-year  term
through  2001.  The EXXON  distribution  agreement  has a  three-year  term that
expires  March 31, 2004.  CITGO's and EXXON's  ability to terminate or refuse to
renew the  agreement  with the Company is subject to the  occurrence  of certain
events  set forth in the  Petroleum  Marketing  Practices  Act,  which  includes
bankruptcy,  or breach of the agreement by the Company,  or termination by CITGO
or EXXON of its petroleum  marketing  activities  in the Company's  distribution
area.  CITGO and EXXON may terminate or refuse to renew these agreements only if
it terminates or refuses to renew the agreement in compliance with the Petroleum
Marketing Practices Act.

     Under four of the  Company's  Dairy Queen  agreements,  the term  continues
until the Company elects to terminate it with 60 days prior written  notice,  or
if the Company or Dairy Queen elect to terminate the agreement because the other
has  breached  the  agreement  and has not cured that  breach  within 14 days of
notice of the breach.  The other two Dairy  Queen  agreements  are for  specific
terms.  One of those Dairy Queen  agreements,  entered into February 1, 1984, is
for a term of 25 years and the other,  entered into on November 18, 1986, is for
a term of 20 years.  The Company may not  terminate  either of these  agreements
unless it gives  notice to Dairy Queen that they are in breach of the  agreement
and Dairy Queen has not cured that breach  within  thirty days of notice.  Dairy
Queen may terminate  either of these  agreements  if they deliver  notice to the
Company  that it is in breach  of the  agreement  and does not cure that  breach
within 14 days of that notice.

     The franchise  agreement for the Company's  Stuckey's  location in Edgewood
was entered  into on July 7, 1982.  This  agreement  had an initial  term of ten
years and is renewable for additional  five-year terms at the Company's  option.
The current term of this agreement,  if not extended or terminated before,  will
end on July 7, 2002.  The Company  entered  into a letter  agreement on March 1,
1987 for its Stuckey's location in Benson, Arizona. Under its terms, the Company
may cancel this  agreement  at any time with ninety days prior  written  notice.
Stuckey's may cancel this agreement with 12 months prior written  notice,  or if
the Company is in  non-compliance  with the agreement.  The current term of this
agreement, if not extended or terminated before, will end on March 1, 2002.


                                       22
<PAGE>

     There  can  be  no  assurance  that  the   agreements   that  govern  these
relationships  will not be terminated (for greater detail regarding the terms of
these  agreements,  see  "Business  Operations  -- Travel  Centers and  Gasoline
Retailing").  Several of these agreements  contain  provisions that prohibit the
Company from offering  additional  products or services that are  competitive to
those of its  suppliers.  Although  the Company  does not  currently  anticipate
having to forego a significant business opportunity in order to comply with such
agreements, there can be no assurance that adherence to existing agreements will
not prevent it from pursuing  opportunities that management would otherwise deem
advisable. In addition, there are no material early termination provisions under
any of the franchise or petroleum distribution agreements.

     The Company also relies upon  several  at-will  relationships  with various
third  parties  for much of its  souvenir  and gift  merchandise.  Although  the
Company believes it has good relationships  with its suppliers,  there can be no
assurance that the Company will be able to maintain relationships with suppliers
of suitable merchandise at appropriate prices and in sufficient quantities.

     IF THE COMPANY IS NOT ABLE TO SUCCESSFULLY COMPETE IN ITS INDUSTRY IT COULD
HAVE AN ADVERSE IMPACT ON BUSINESS OPERATIONS OR FINANCIAL CONDITION.

     The Company's travel centers face competition from

     o    major and independent oil companies;

     o    independent service station operators;

     o    national and independent  operators of  restaurants,  diners and other
          eating establishments; and

     o    national and  independent  operators of  convenience  stores and other
          retail outlets.

     Some of the  Company's  competitors,  including  major  oil  companies  and
convenience store operators,  are substantially larger, better capitalized,  and
have greater name  recognition and access to greater  resources than the Company
does.  There can be no assurance that the Company's  travel centers will be able
to compete successfully in their respective markets in the future.

     THE COMPANY'S BUSINESS IS SEASONAL AND REVENUES FLUCTUATE QUARTERLY.

     The   Company's   travel   center   operations   are  subject  to  seasonal
fluctuations,  and revenues may be affected by many factors,  including weather,
holidays and the price of  alternative  travel modes.  Revenues and earnings may
experience substantial  fluctuations from quarter to quarter. These fluctuations
could result in periods of  decreased  cash flow that might cause the Company to
use its lending sources,  or to secure additional  financing,  in order to cover
expenses during those periods.  This could increase the interest  expense of the
Company's  operations and decrease net income and have a material adverse effect
on business and results of operations.

     THE  COMPANY IS SUBJECT TO  NUMEROUS  GOVERNMENTAL  REGULATIONS,  INCLUDING
THOSE RELATED TO FOOD HANDLING,  FIREWORKS SALES, TOBACCO SALES, AND UNDERGROUND
STORAGE TANKS.

     Each of the Company's  food service  operations is subject to licensing and
regulation  by a  number  of  governmental  authorities,  including  regulations


                                       23
<PAGE>

relating to health,  safety,  cleanliness and food handling,  as well as federal
and state laws  governing  such  matters as working  conditions,  overtime,  tip
credits and minimum  wages.  The  Company's  travel center  operations  are also
subject to  extensive  laws and  regulations  governing  the sale of tobacco and
fireworks in New Mexico travel  centers.  In addition,  the Company has incurred
ongoing costs to comply with  federal,  state and local  environmental  laws and
regulations,  primarily  relating  to  underground  storage  tanks.  These costs
include  assessment,  compliance,  and  remediation  costs,  as well as  certain
ongoing capital expenditures relating to gasoline dispensing operations.

     Such regulations  include certain  mandatory  licensing  procedures and the
ongoing compliance measures, as well as special sales tax measures.  The Company
believes  that  operations  at its  thirteen  travel  centers  comply  with  all
applicable licensing and regulatory requirements. However, any failure to comply
with  applicable  regulations,  or the  adoption of  additional  regulations  or
changes in  existing  regulations  could  impose  additional  compliance  costs,
require a cessation of certain  activities or otherwise have a material  adverse
effect on business and results of operations.

     THE COMPANY'S CURRENT CAPITALIZATION COULD DELAY, DEFER OR PREVENT A CHANGE
OF CONTROL.

     In the  Company's  Articles of  Incorporation,  pursuant to Nevada  Revised
Statues Section 78.378, the Company elected not to be governed by the provisions
of Nevada Revised  Statutes  Section 78.378 to 78.3793,  inclusive.  Pursuant to
Nevada  Revised  Statutes  Section  78.434,  the Company  also elected not to be
governed by the provisions of Nevada Revised Statutes Sections 78.411 to 78.444,
inclusive.  These statutes are sometimes referred to as "interested stockholder"
statutes and their purpose is to limit the way in which a stockholder may effect
a  business  combination  with the  corporation  without  board  or  stockholder
approval.  Because the Company has elected not to be governed by these statutes,
a person or entity could attempt a takeover, or attempt to acquire a controlling
interest  of, and effect a business  combination  with,  Bowlin  Travel  Centers
without the restrictions of these Nevada Revised Statutes provisions.

     However,  the Company's Board of Directors has the authority to issue up to
ten million  (10,000,000) shares of common stock, $.001 par value, and up to one
million  (1,000,000)  shares of preferred stock, $.001 par value, in one or more
series,  and to determine the price,  rights,  preferences and privileges of the
shares  of  each  such  series  without  any  further  vote  or  action  by  the
stockholders.  The rights of the holders of common stock will be subject to, and
may be  adversely  affected  by,  the  rights of the  holders  of any  shares of
preferred  stock that may be issued in the future.  The  issuance  of  preferred
stock  could have the effect of making it more  difficult  for a third  party to
acquire a majority  of the  outstanding  voting  stock of the  Company,  thereby
delaying, deferring or preventing a change of control of the Company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Following on next page.


                                       24
<PAGE>




                           BOWLIN TRAVEL CENTERS, INC.

                              Financial Statements

                            January 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)





                                       25
<PAGE>

                          INDEPENDENT AUDITORS' REPORT




The Board of Directors
Bowlin Travel Centers, Inc.:


We have audited the accompanying  balance sheets of Bowlin Travel Centers,  Inc.
as of  January  31,  2001  and  2000,  and the  related  statements  of  income,
stockholders'  equity,  and cash  flows for each of the years in the  three-year
period ended January 31, 2001. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Bowlin Travel Centers, Inc. as
of January 31, 2001 and 2000,  and the  results of its  operations  and its cash
flows for each of the years in the three-year  period ended January 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.


                                                KPMG LLP


March 30, 2001
Albuquerque, New Mexico


                                       26
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                                 Balance Sheets

                            January 31, 2001 and 2000
<TABLE>
<CAPTION>
                                 ASSETS                                2001            2000
                                                                   -----------     -----------
<S>                                                                <C>             <C>
Current assets:
    Cash and cash equivalents                                      $ 4,042,765       1,388,934
    Accounts receivable, net                                           567,016         558,944
    Accounts receivable - related parties                               47,259         122,121
    Inventories                                                      3,424,745       3,529,690
    Prepaid expenses                                                   190,501         105,512
    Notes receivable - related parties                                      --          13,512
    Other current assets                                                25,367          13,329
                                                                   -----------     -----------
               Total current assets                                  8,297,653       5,732,042
                                                                   -----------     -----------

Property and equipment, net                                          9,543,709      10,760,855
Intangible assets, net                                                 305,295         328,268
Other assets                                                           380,850         169,511
                                                                   -----------     -----------
               Total assets                                        $18,527,507      16,990,676
                                                                   ===========     ===========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Current installments of long-term debt                         $   495,041         491,701
    Accounts payable                                                 1,438,914       1,218,265
    Accrued salaries and benefits                                       24,868         152,019
    Accrued liabilities                                                214,038         183,013
    Due to related party                                               516,043              --
                                                                   -----------     -----------
               Total current liabilities                             2,688,904       2,044,998

Deferred income taxes                                                  613,400         592,800
Long-term debt, less current installments                            5,445,428       6,231,854
                                                                   -----------     -----------
               Total liabilities                                     8,747,732       8,869,652
                                                                   -----------     -----------

Stockholders' equity:
    Common stock, $.001 par value; 10,000,000 shares authorized,
       4,583,348 issued and outstanding at January 31, 2001              4,583              --
    Additional paid-in capital                                       9,775,192              --
    Parent's equity in division                                             --       8,121,024
                                                                   -----------     -----------
               Total stockholders' equity                            9,779,775       8,121,024

Commitments and contingencies (notes 7 and 8)
                                                                   -----------     -----------
               Total liabilities and stockholders' equity          $18,527,507      16,990,676
                                                                   ===========     ===========
</TABLE>
See accompanying notes to financial statements.

                                       27
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                              Statements of Income
<TABLE>
<CAPTION>
                                                         Years ended January 31,
                                             --------------------------------------------
                                                  2001           2000            1999
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Gross sales                                  $ 27,164,286      27,242,403      23,803,173
Less discounts on sales                           399,022         386,622         283,264
                                             ------------    ------------    ------------
             Net sales                         26,765,264      26,855,781      23,519,909

Cost of goods sold                             18,748,526      18,660,049      15,817,507
                                             ------------    ------------    ------------
             Gross profit                       8,016,738       8,195,732       7,702,402

General and administrative expense             (6,742,579)     (7,128,511)     (6,546,116)
Depreciation and amortization                    (778,788)       (719,085)       (716,640)
Management fee income                             212,693         207,390         186,867
Other operating income (expense)                       --          30,661           7,345
                                             ------------    ------------    ------------
             Operating income                     708,064         586,187         633,858

Other income (expense):
    Interest income                               180,851          95,570          85,696
    Gain on sale of property and equipment        266,897           1,024           7,180
    Gain from insurance proceeds                       --         711,805              --
    Interest expense                             (625,500)       (598,420)       (310,762)
                                             ------------    ------------    ------------
             Total other income (expense)        (177,752)        209,979        (217,886)
                                             ------------    ------------    ------------
             Income before income taxes           530,312         796,166         415,972

Income taxes                                      231,500         308,800         162,300
                                             ------------    ------------    ------------
               Net income                    $    298,812         487,366         253,672
                                             ============    ============    ============
Earnings per share:
Weighted average common shares                  4,583,348       4,583,348       4,583,348
                                             ============    ============    ============
Earnings per share                           $       0.07            0.11            0.06
                                             ============    ============    ============
</TABLE>

See accompanying notes to financial statements.


                                       28
<PAGE>


                           BOWLIN TRAVEL CENTERS, INC.

                       Statements of Stockholders' Equity

                   Years ended January 31, 2001, 2000 and 1999
<TABLE>
<CAPTION>
                                                                 Additional   Parent's
                                        Number of      Par        paid-in     equity in
                                          shares      value       capital     division         Total
                                      -----------   ----------   ----------   ----------    ----------
<S>                                   <C>           <C>          <C>          <C>           <C>
Balance at January 31, 1998                    --           --           --    7,379,986     7,379,986
Net income                                     --           --           --      253,672       253,672
                                      -----------   ----------   ----------   ----------    ----------

Balance at January 31, 1999                    --           --           --    7,633,658     7,633,658
Net income                                     --           --           --      487,366       487,366
                                      -----------   ----------   ----------   ----------    ----------

Balance at January 31, 2000                    --           --           --    8,121,024     8,121,024

Parent's distribution to subsidiary            --           --           --    1,359,939     1,359,939
Net income                                     --           --           --      298,812       298,812
Issuance of common stock in
   Connection with spin-off
   Transaction                          4,583,348        4,583    9,775,192   (9,779,775)           --
                                      -----------   ----------   ----------   ----------    ----------

Balance at January 31, 2001             4,583,348        4,583    9,775,192           --     9,779,775
                                      ===========   ==========   ==========   ==========    ==========
</TABLE>


See accompanying notes to financial statements.


                                       29
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                             Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                     Years ended January 31,
                                                           -----------------------------------------
                                                               2001           2000           1999
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Cash flows from operating activities:
     Net income                                            $   298,812        487,366        253,672
     Adjustments to reconcile net income to
         net cash provided by operating activities:
            Depreciation and amortization                      778,788        719,085        716,640
            Income from partnership investment                      --         (1,408)        (3,025)
            Gain on sale of property and equipment            (266,897)        (1,024)        (7,180)
            Gain from insurance proceeds                            --       (711,805)            --
            Deferred income taxes                               20,600        362,900         81,300
            Changes in operating assets and liabilities
               Accounts receivable                              33,007         93,417       (595,942)
               Inventories                                     104,945        154,862       (530,864)
               Prepaid expenses and other                      (54,436)        71,953        (74,859)
               Accounts payable and accrued liabilities        124,523         22,209         82,259
               Income taxes                                         --        223,976       (151,583)
                                                           -----------    -----------    -----------
               Net cash provided by operating activities     1,039,342      1,421,531       (229,582)
                                                           -----------    -----------    -----------

Cash flows from investing activities:
     Capital received from partnership                              --         21,400             --
     Proceeds from sale of assets                              837,064        138,828         13,413
     Proceeds from insurance                                        --      1,086,865             --
     Purchases of property and equipment                      (303,423)    (2,908,762)    (2,060,507)
     Franchise fee payments                                         --             --        (25,000)
     Notes receivable, net                                       3,957       (117,466)        43,196
                                                           -----------    -----------    -----------
               Net cash used in investing activities           537,598     (1,779,135)    (2,028,898)
                                                           -----------    -----------    -----------

Cash flows from financing activities:
     Payments on long-term debt                               (783,086)      (821,670)      (611,151)
     Payments for debt issuance costs                          (16,005)            --       (294,868)
     Capital contribution from parent                        1,359,939             --             --
     Due to related party                                      516,043
     Proceeds from borrowings                                       --        776,200      4,311,802
                                                           -----------    -----------    -----------
               Net cash provided by financing activities     1,076,891        (45,470)     3,405,783
                                                           -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents         2,653,831       (403,074)     1,147,303
Cash and cash equivalents at beginning of period             1,388,934      1,792,008        644,705
                                                           -----------    -----------    -----------

Cash and cash equivalents at end of period                 $ 4,042,765      1,388,934      1,792,008
                                                           ===========    ===========    ===========

                                                                                          (Continued)
</TABLE>

                                       30
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                             Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                     Years ended January 31,
                                                           -----------------------------------------
                                                               2001           2000           1999
                                                           -----------    -----------    -----------
<S>                                                        <C>            <C>            <C>
Supplemental disclosure of cash flow information:
     Interest paid                                         $   594,947        618,105        291,944
                                                           ===========    ===========    ===========
     Income taxes paid (received)                          $        --       (230,376)       232,583
                                                           ===========    ===========    ===========
Noncash investing and financing activities:
         Notes receivable issued on accounts receivable    $    33,783             --             --
                                                           ===========    ===========    ===========
         Property and equipment in exchange for
            Note payable                                   $   180,039             --             --
                                                           ===========    ===========    ===========

</TABLE>

See accompanying notes to financial statements.


                                       31
<PAGE>
                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a)  DESCRIPTION OF BUSINESS

          Bowlin  Travel  Centers,  Inc.  (BTC or the  Company)  is  located  in
          Albuquerque,  New  Mexico.  Through  January  30,  2001,  the  Company
          operated as a separate division of Bowlin Outdoor Advertising & Travel
          Centers,  Inc. (BOATC),  a public company traded on the American Stock
          Exchange.  On January  30,  2001,  BTC became an  independent  company
          through a spin-off  transaction whereby shares of BTC were distributed
          to  the  shareholders  of  BOATC.   Inter-company   transactions  have
          generally  been limited to management  fees,  federal and state income
          tax allocations, cash advances and cash distributions and are recorded
          and funded through an inter-company receivable/payable account.

          BTC's articles of incorporation  authorize 10,000,000 shares of common
          stock ($.001 par value) and 1,000,000 shares of preferred stock ($.001
          par  value)  which  can be issued  at the  discretion  of the Board of
          Directors.

          The Company's  principal business  activities include the operation of
          full-service  travel centers and  restaurants  which offer  brand-name
          food and gasoline, and a unique variety of Southwestern merchandise to
          the traveling public in the Southwestern United States.

     (b)  CASH AND CASH EQUIVALENTS

          The Company considers all liquid  investments with a maturity of three
          months or less when purchased to be cash equivalents.

     (c)  INVENTORIES

          Inventories  consist  primarily of merchandise and gasoline for resale
          and are stated at the lower of cost or market  value,  with cost being
          determined using the first-in, first-out (FIFO) method.

     (d)  PROPERTY AND EQUIPMENT

          Property and equipment are carried at cost.  Maintenance  and repairs,
          including the  replacement  of minor items,  are expensed as incurred,
          and  major  additions  to  property  and  equipment  are  capitalized.
          Depreciation is provided by the Company using primarily  straight-line
          as well as accelerated methods.

     (e)  INTANGIBLE ASSETS

          Debt issuance  costs are deferred and amortized  over the terms of the
          respective  borrowings  on a  straight-line  basis  for the  revolving
          portion and the interest  method for the term note portion.  Franchise
          fees are  amortized on a  straight-line  basis over the shorter of the
          life of the related  franchise  agreements or the periods estimated to
          be benefited, ranging from fifteen to twenty-five years.

                                                                     (Continued)
                                       32
<PAGE>
                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000


     (f)  SALES AND COST RECOGNITION

          Sales  of  merchandise  are  recognized  at the  time of sale  and the
          associated costs of the merchandise are included in cost of sales.

     (g)  INCOME TAXES

          The  Company is  included  in the  federal  income tax return of BOATC
          through January 30, 2001. The Company's U.S.  federal and state income
          tax liabilities are computed as if BTC filed separate tax returns.

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their   respective  tax  bases  and  operating  loss  and  tax  credit
          carryforwards.  Deferred tax assets and liabilities are measured using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

     (h)  IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
          DISPOSED OF

          The Company  reviews its  long-lived  assets and certain  identifiable
          intangibles for impairment whenever events or changes in circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          Recoverability  of  assets  to be  held  and  used  is  measured  by a
          comparison of the carrying amount of an asset to future net cash flows
          expected to be generated by the asset.  If such assets are  considered
          to be impaired,  the  impairment  to be  recognized is measured by the
          amount by which the  carrying  amount of the assets  exceeds  the fair
          value of the  assets.  Assets to be  disposed  of are  reported at the
          lower of the carrying amount of fair value less costs to sell.

     (i)  FINANCIAL INSTRUMENTS

          The Company's  financial  instruments  are cash and cash  equivalents,
          accounts  receivable,  notes  receivable,  accounts  payable,  accrued
          liabilities and long-term debt. The carrying  amounts of cash and cash
          equivalents,  accounts receivable, notes receivable, accounts payable,
          accrued liabilities and long-term debt approximate fair value.

     (j)  USE OF ESTIMATES

          Management  of  the  Company  has  made  a  number  of  estimates  and
          assumptions  relating to the reporting of assets and  liabilities  and
          the disclosure of contingent  assets and  liabilities to prepare these
          consolidated   financial   statements  in  conformity  with  generally
          accepted accounting principles. Actual results could differ from those
          estimates.

                                                                     (Continued)
                                       33
<PAGE>
                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000


     (k)  EARNINGS PER SHARE

          Earnings  per share of common  stock,  both  basic  and  diluted,  are
          computed by dividing net income by the weighted  average common shares
          outstanding,  assuming the shares distributed on January 30, 2001 were
          outstanding for all periods  presented.  Diluted earnings per share is
          calculated  in the same  manner as basic  earnings  per share as there
          were no  potential  dilutive  securities  outstanding  for all periods
          presented.

(2)  PROPERTY AND EQUIPMENT

     Property and equipment consist of the following at January 31:

                                     Estimated life
                                        (years)          2001          2000
                                     --------------  ------------  -----------
     Land                                 --         $  2,403,421    2,610,341
     Buildings and improvements         10 - 40         7,627,865    8,203,173
     Machinery and equipment             3 - 10         5,867,316    6,653,358
     Autos, trucks and mobile homes      3 - 10         1,351,039    1,451,987
     Billboards                         15 - 20         1,041,923      951,026
                                                     ------------  -----------
              Subtotal, at cost                        18,291,564   19,869,885

     Less accumulated depreciation                     (8,747,855)  (9,129,271)
     Construction in progress                                  --       20,241
                                                      -----------  -----------
                                                        9,543,709   10,760,855
                                                      ===========  ===========

     In May 2000, the Company sold certain assets, including land and equipment,
     to a third party for $25,000 cash and a note  receivable for $400,000.  The
     note  receivable  has a stated  rate of  interest  of 8% and is  payable in
     annual  installments  of $37,500 through 2004 with the balance due in 2005.
     The assets sold had a carrying  value of $170,258 and the costs incurred to
     sell the  assets  were  $6,043.  The gain on the sale of the  property  was
     $248,699,  of which  $14,625 was  recognized  initially  and  $234,074  was
     deferred and will be recognized into income using the installment method as
     payments are received. The deferred gain of $234,074 as of January 31, 2001
     is  reflected  as a reduction to the note  receivable  in the  accompanying
     balance sheet.

     On October 20, 2000, the Company  closed one of its travel centers  located
     near Deming, New Mexico. The travel center assets that were abandoned had a
     carrying  value of  $14,004.  A loss of  $31,275  was  recorded  due to the
     carrying amount of the assets abandoned and additional  expenses of $17,241
     incurred to remove the building and restore the leased land to its original
     state.  For the fiscal  years ended  January 31, 2001 and 2000,  the travel
     center  generated  total revenues of  approximately  $255,000 and $494,000,
     respectively. For the same periods, the travel center had a net loss before
     taxes of $93,000 and income before taxes of $23,000, respectively.

                                                                     (Continued)
                                       34
<PAGE>
                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000


     On November 27, 2000, the Company sold one of its travel centers located in
     Rio  Puerco,  New  Mexico.  Proceeds  from the sale were  $600,000  and the
     Company recorded a gain of $150,405,  after deducting costs associated with
     the sale of $5,300.  For the fiscal years ended  January 31, 2001 and 2000,
     the travel center  generated total revenues of  approximately  $916,000 and
     $1,394,000, respectively. For the same periods, the travel center had a net
     loss before taxes of $39,000 and $34,000 respectively.

     The Company received  proceeds from insurance in the year ended January 31,
     2000  totaling  $1,086,865  to replace  assets  destroyed  by a fire at the
     Company's  headquarters  during November 1998 which resulted in recognition
     of a $711,805 gain.

(3)  INTANGIBLE ASSETS

     Intangible assets, at cost, consist of the following at January 31:

                                             2001         2000
                                          ---------    ---------

     Franchise fees                       $ 183,000      183,000
     Debt issuance costs                    311,272      295,267
                                          ---------    ---------
                                            494,272      478,267
     Less accumulated amortization         (188,977)    (149,999)
                                          ---------    ---------
                                          $ 305,295      328,268
                                          =========    =========

(4)  SHORT-TERM BORROWING

     In November,  2000 the Company entered into a credit  agreement with one of
     its existing  lenders which included a working capital line of credit.  The
     $1,000,000  line of credit  matures  March 31, 2002 and  requires  variable
     interest  (9.26% at January 31, 2001).  There were no amounts drawn on this
     line-of credit during the year ended January 31, 2001.

(5)  LONG-TERM DEBT

     Long-term debt consists of the following at January 31:
<TABLE>
<CAPTION>
                                                                        2001           2000
                                                                   -------------   ------------
<S>                                                                <C>               <C>
     Due bank, maturity November 2005, variable interest (9.13%
        at January 31, 2001), monthly installments of  $37,398,
        secured by buildings and equipment                         $   2,467,041      2,661,329
     Due bank, maturity October 2013, variable  interest (9.00%
        at January 31, 2001), monthly  installments of  $9,860,
        secured by land and buildings                                    898,143        941,732
     Due bank, maturity  October 2013, variable interest (9.00%
        at January 31, 2001),  monthly installments of  $6,081,
        secured by land and buildings                                    534,607        606,494
     Due bank,  maturity  January 2005,  variable  interest  at
        index  rate  (9.00%  at   January  31,  2001),  monthly
        installments  of  $4,920  secured   by  buildings   and
        equipment                                                        451,601        467,501
     Due bank,  maturity  November 2005,  variable  interest at
        index  rate  (9.00%  at   January  31,  2001),  monthly
        installments  of   $7,517,  secured  by  buildings  and
        equipment                                                        697,719        732,194

                                                                                     (Continued)
</TABLE>

                                       35
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                        2001           2000
                                                                   -------------   ------------
<S>                                                                <C>               <C>
     Due banks  and  other financing  companies,  with maturity
        dates ranging from 2001 to 2014.  Most bear interest at
        adjustable  rate of 7.75% with certain fixed rate notes
        at 8.9%.  Monthly payments totaling $14,072. Secured by
        land, buildings, equipment and inventories                       789,412      1,177,768

     Due individuals,  various  payment schedules with maturity
        dates in 2003, including  interest ranging  from  8.00%
        to 10.00%.  Monthly  payments totaling $3,818.  Secured
        by land and buildings                                            101,946        136,537
                                                                   -------------   ------------
                                                                       5,940,469      6,723,555
       Less current maturities                                           495,041        491,701
                                                                   -------------  -------------
                                                                   $   5,445,428      6,231,854
                                                                   =============  =============
</TABLE>

     Future  maturities of long-term debt for the years ending January 31 are as
     follows:


                 2002                                     $    495,041
                 2003                                          541,493
                 2004                                          524,899
                 2005                                          494,145
                 2006                                          540,700
                 Thereafter                                  3,344,191
                                                          ------------
                    Total                                 $  5,940,469
                                                          ============

(6)  INCOME TAXES

     Income taxes consist of the following for the years ended January 31:

                                     Current     Deferred     Total
                                   -----------  ----------  ---------

     2001:
       U.S. Federal                $ 175,700       17,200     192,900
       State and local                35,200        3,400      38,600
                                   ---------    ---------   ---------
                                     210,900       20,600     231,500
                                   =========    =========   =========
    2000:
      U.S. Federal                $ (45,000)      302,300     257,300
      State and local                (9,100)       60,600      51,500
                                  ---------     ---------   ---------
                                  $ (54,100)      362,900     308,800
                                  =========     =========   =========
    1999:
      U.S. Federal                $  67,500        67,700     135,200
      State and local                13,500        13,600      27,100
                                  ---------     ---------   ---------
                                  $  81,000        81,300     162,300
                                  =========     =========   =========

     Income tax expense  differed from the amounts computed by applying the U.S.
     federal  income tax rate of 34 percent to pre-tax income as a result of the
     following for the years ended January 31:


                                       36
<PAGE>

                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000



                                                    2001       2000       1999
                                                  --------   --------   --------
         Computed "expected" tax                  $180,306    270,696    141,430
         State income taxes, net of federal tax
            benefit                                 25,497     34,014     17,872
         Other non-deductible expenses              25,697      4,090      2,998
                                                  --------   --------   --------
               Total                              $231,500    308,800    162,300
                                                  ========   ========   ========

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the deferred tax assets and  deferred  tax  liabilities  are as
     follows at January 31:

                                                               2001       2000
                                                             --------   --------
         Deferred tax assets --
           Compensated  absences, principally  due  to
             accrual for financial reporting purposes        $ 36,571     37,519
                                                             --------   --------
                 Total gross deferred tax assets               36,571     37,519

         Less valuation allowance                                  --         --
                                                             --------   --------
                 Net deferred tax assets                       36,571     37,519
                                                             --------   --------
         Deferred tax liabilities:
           Property and equipment, principally due to
             differences in depreciation                      645,439    625,375
           Other                                                4,532      4,944
                                                             --------   --------
                 Total gross deferred liabilities             649,971    630,319
                                                             --------   --------
                 Net deferred tax liability                  $613,400    592,800
                                                             ========   ========

     There was no valuation  allowance for deferred tax assets as of February 1,
     2000, 1999 or 1998.  Based upon the level of historical  taxable income and
     projections  for  future  taxable  income  over the  periods  in which  the
     deferred tax assets are deductible,  management  believes it is more likely
     than not that the Company  will  realize the  benefits of these  deductible
     differences.

(7)  PROFIT-SHARING PLAN

     The Company maintains a qualified defined contribution  profit-sharing plan
     that covers substantially all employees.  The plan year end is December 31.
     The  elected  salary  reduction  is  subject  to limits as  defined  by the
     Internal  Revenue Code. The Company  provides a matching  contribution  and
     additional  discretionary  contributions as determined by resolution of the
     board of directors.  Legal and accounting  expenses related to the plan are
     absorbed by the Company. The Company's  contributions to the profit-sharing
     plan were  $62,315,  $42,237  and  $29,083 in fiscal  2001,  2000 and 1999,
     respectively.

(8)  COMMITMENTS AND CONTINGENCIES

     The  Company  leases  land at several of its  retail  operating  locations.
     Included  in  general  and  administrative  expenses  in  the  accompanying
     statements  of income is rental  expense for these land leases of $296,080,
     $356,392 and $313,619 for the years ended January 31, 2001,  2000 and 1999,
     respectively.  The Company  also  leases  land where  several of its retail


                                       37
<PAGE>
                           BOWLIN TRAVEL CENTERS, INC.

                          Notes to Financial Statements

                            January 31, 2001 and 2000

     billboards  are located  and rent  expense  for these  leases was  $85,273,
     $91,148 and $43,809 for the years ended  January 31,  2001,  2000 and 1999,
     respectively.

     The  leasing  agreements  for the  various  locations  include 5 to 35 year
     leases with remaining lives on those leases ranging from approximately 5 to
     25 years at January 31, 2001. Renewal options vary, with the most extensive
     including three five-year renewal options. Contingent rentals are generally
     based on percentages of specified  gross  receipts.  Several leases include
     terms for  computation of rent expense as the greater of a percent of gross
     receipts or a percent of land value as defined by the lease. In most cases,
     the Company is responsible for certain repairs and maintenance,  insurance,
     property taxes or property tax increases, and utilities.

     Future minimum rental payments under these leases are as follows:

                        Year ending January 31:

                              2002                 $  172,148
                              2003                    151,286
                              2004                    118,186
                              2005                    111,814
                              2006                     87,978
                              Thereafter              491,953
                                                   ----------
                              Total                $1,133,365
                                                   ==========

(9)  RELATED PARTY TRANSACTIONS

     Due to related  party of $516,043 at January 31, 2001,  represents  amounts
     due to BOATC in connection will the spin-off transaction.

     Related party notes receivable at January 31, 2000 consisted of amounts due
     from a stockholder and employees of $10,012 and $3,500, respectively. These
     notes were paid in full in December 2000.

     During the years ended January 31, 2001, 2000 and 1999,  wholesale gasoline
     distribution sales totaling $1,433,398, $1,328,418 and $1,227,681 were sold
     to a Stuckey's franchise travel center not owned by the Company. The travel
     center is owned by the daughter of an individual  who is a  stockholder  in
     the Company.

     The Company and BOATC have entered into an agreement whereby the Company is
     reimbursed  for  certain  corporate  general and  administrative  functions
     performed  on behalf of  BOATC.  These  fees are  included  in the  caption
     "management fees" in the accompanying statements of income and they include
     treasury,  accounting,  tax,  human  resources and other support  services.
     While Company  management has no practical means to estimate the costs that
     would  have  been  received  for such  services  had it been a  stand-alone
     company, management believes the amount of such allocations are reasonable.
     In  connection  with the January 30, 2001 spin-off  transaction,  BOATC has
     elected to discontinue the cost sharing agreement. The pro forma net income
     and  earnings  per share,  assuming no  management  fee income for the year
     ending January 31, 2001, is $179,066 and $0.04, respectively.

                                       38
<PAGE>

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     None.



                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth  information  regarding  the  officers and
directors of Bowlin Travel  Centers.  A summary of the background and experience
of each of these individuals is set forth after the table.

               Name            Age                    Position
               ----            ---                    --------
Michael L. Bowlin               58    Chairman of the Board, President and Chief
                                      Executive Officer and Director
C. Christopher Bess             54    Executive Vice President, Chief Operating
                                      Officer and Director
William J. McCabe               50    Senior Vice President --Management
                                      Information Systems, Secretary, Treasurer
                                      and Director

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

     MICHAEL L. BOWLIN. Mr. Bowlin has served as Chairman of the Board and Chief
Executive  Officer,  President and as a Director of Bowlin Travel  Centers since
August of 2000.  Mr. Bowlin served as Chairman of the Board and Chief  Executive
Officer of Bowlin  Outdoor from 1991 through  January of 2001,  and as President
from 1983 through 1991.  Mr.  Bowlin had been  employed by Bowlin  Outdoor since
1968.  Mr. Bowlin is the past Chairman of the Board for the Outdoor  Advertising
Association  of  America  and has  served on the Board of  Directors  in various
capacities for twenty years. Mr. Bowlin also served as President and a member of
the Board of Directors of Stuckey's  Incorporated,  a restaurant  and  specialty
store  franchisor  (including  specialty stores located at four of the Company's
travel  centers) from 1986 to July of 2000;  however,  substantially  all of Mr.
Bowlin's  professional  time is devoted to his duties at Bowlin Travel  Centers.
Mr.  Bowlin holds a Bachelor's  degree in Business  Administration  from Arizona
State University.

     C.  CHRISTOPHER  BESS.  Mr. Bess has served as Executive Vice President and
Chief  Operating  Officer,  and as a Director,  of Bowlin  Travel  Centers since
August of 2000. Mr. Bess served as Bowlin Outdoor's Executive Vice President and
Chief Operating  Officer from 1983 through January of 2001. Mr. Bess served as a
member of Bowlin Travel Centers' Board of Directors from 1974 through January of
2001.  During his 28 years with Bowlin Travel  Centers,  Mr. Bess also served in
such capacities as Internal Auditor,  Merchandiser for Travel Center Operations,
Travel  Center  Operations  Manager and as  Development  Manager.  Mr. Bess is a
certified  public   accountant  and  holds  a  Bachelor's   degree  in  Business
Administration from the University of New Mexico.

     WILLIAM  J.  MCCABE.  Mr.  McCabe  has  served  as Senior  Vice  President,
Management Information Systems, Secretary, Treasurer and as a Director of Bowlin
Travel  Centers  since August of 2000.  Mr.  McCabe  served as Bowlin  Outdoor's
Senior Vice President, Management Information Systems from 1997 and as Secretary
from 1996 through January of 2001. Mr. McCabe served as a member of the Board of


                                       39
<PAGE>

Directors of Bowlin  Outdoor from 1983 until  August  1996.  Prior to 1997,  Mr.
McCabe served as Senior Vice  President - Advertising  Services from 1993,  Vice
President of Outdoor  Operations  from 1988 and as Vice  President of Accounting
from 1984 to 1987.  Mr. McCabe had been employed by Bowlin Travel  Centers since
1976 in such additional  capacities as a Staff  Accountant and  Controller.  Mr.
McCabe  holds a  Bachelor's  degree in Business  Administration  from New Mexico
State University.

ITEM 11. EXECUTIVE COMPENSATION

     No  employee  or officer  of Bowlin  Travel  Centers  has  entered  into an
employment  agreement with Bowlin Travel Centers,  nor do we anticipate entering
into any employment agreements in the future.

     The following table summarizes all  compensation  paid by Bowlin Outdoor to
its Chief Executive Officer and Chief Operating Officer for services rendered to
Bowlin  Outdoor  during the fiscal years ended January 31, 2001,  2000 and 1999.
The Company has no other  executive  officer whose total annual salary and bonus
paid to them by Bowlin Outdoor exceeded  $100,000.  All information set forth in
this table reflects  compensation  earned by these individuals for services with
Bowlin Outdoor.  The Company  anticipates  that its Chief Executive  Officer and
Chief  Operating  Officer will be  compensated at levels  consistent  with their
compensation at Bowlin Outdoor.
<TABLE>
<CAPTION>
                                                                      | Long Term  |
                                                                      |Compensation|
                                                                      |------------|
                                              Annual Compensation     |   Awards   |
                                        ------------------------------|------------|
                                                              Other   | Securities |
                                                              Annual  | Underlying | All Other
     Name and Principal        Fiscal    Salary     Bonus   Compensa- |  Options/  | Compensa-
         Position               Year     ($) (1)     ($)     tion ($) |  SARs (#)  |  tion ($)
----------------------------------------------------------------------|------------|----------
<S>                            <C>       <C>        <C>     <C>        <C>           <C>
Michael L. Bowlin                2001     195,000    --     17,304 (2)|     --     |    --
  Chairman of the Board,         2000     195,000    --     17,779 (2)|     --     |    --
    President, CEO &             1999     144,700    --     14,458 (2)|     --     |    --
    Director                                                          |            |
                                                                      |            |
                                                                      |            |
C. Christopher Bess              2001     145,000    --      3,142 (3)|     --     |    --
    Executive Vice President,    2000     145,000    --      4,143 (3)|     --     |    --
    COO & Director               1999      95,000    --      3,754 (3)|     --     |    --

-----------------------------
</TABLE>

(1)  Includes  amounts  deferred  at the  election  of  the  CEO  and  COO to be
     contributed to his 401(k) Profit Sharing Plan account.

(2)  Amount for 2001 includes (i) $3,699 of Bowlin Travel Centers  discretionary
     matching contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan
     account;  (ii)  $7,105  for  premiums  on term  life,  auto and  disability
     insurance  policies of which Mr. Bowlin or his wife is the owner; and (iii)
     $6,500 for Mr. Bowlin's car allowance.  Amount for 2000 includes (i) $1,950
     of Bowlin Travel Centers discretionary matching contributions  allocated to
     Mr. Bowlin's 401(k) Profit Sharing Plan account;  (ii) $11,506 for premiums

                                       40
<PAGE>
     on term life, auto and disability insurance policies of which Mr. Bowlin or
     his wife is the owner;  and (iii) $4,323 for Mr.  Bowlin's use of a company
     owned   vehicle.   Amount  for  1999   includes   (i)  $1,775  of  Bowlin's
     discretionary  matching  contributions  allocated  to Mr.  Bowlin's  401(k)
     Profit Sharing Plan account;  (ii) $11,449 for premiums on term life,  auto
     and  disability  insurance  policies of which Mr. Bowlin or his wife is the
     owner; and (iii) $1,234 for Mr. Bowlin's use of a company owned vehicle

(3)  Amount for 2001 includes (i) $2,875 of Bowlin Travel Centers  discretionary
     matching  contributions  allocated to Mr. Bess' 401(k) Profit  Sharing Plan
     account;  and (ii) $267 for  premiums  on term  life,  auto and  disability
     insurance  policies of which Mr. Bess or his wife is the owner.  Amount for
     2000 includes (i) $1,700 of Bowlin Travel  Centers  discretionary  matching
     contributions  allocated to Mr. Bess' 401(k)  Profit  Sharing Plan account;
     and (ii) $2,443 for premiums on term life,  auto and  disability  insurance
     policies  of which  Mr.  Bess or his  wife is the  owner.  Amount  for 1999
     includes  (i)  $1,775  of  Bowlin  Travel  Centers  discretionary  matching
     contributions  allocated to Mr. Bess' 401(k)  Profit  Sharing Plan account;
     and (ii) $1,979 for premiums on term life,  auto and  disability  insurance
     policies of which Mr. Bess or his wife is the owner.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     As of January  31,  2001,  there were  4,583,348  shares of Bowlin  Outdoor
common stock outstanding. The following table sets forth the number of shares of
common stock  beneficially  owned by (i) all persons  known by the Company to be
the  beneficial  owners of more than five percent of the  outstanding  shares of
common stock; (ii) each Director of the Company; (iii) the executive officers of
the Company;  and (iv) all Directors and executive  officers of the Company as a
group.

                                         AMOUNT AND NATURE OF         PERCENT OF
NAME OF BENEFICIAL OWNER (1)             BENEFICIAL OWNERSHIP (2)      CLASS (3)
----------------------------             ------------------------     ----------

Michael L. Bowlin (4)                          1,637,513                 35.7%

C. Christopher Bess (5)                          368,623                  8.0%

William J. McCabe                                 64,548                  1.4%

Monica A. Bowlin (6)                           1,637,513                 35.7%

Wellington Management Company, LLP               228,000                  5.0%

The Francis W. McClure and Evelyn Hope
McClure Revocable Trust (7)                      371,695                  8.1%

All directors and executive officers
as a group (3 persons) (4)(5)(6)               2,442,379                 53.2%

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

(1)  All of the holders have an address at c/o Bowlin Travel Centers,  Inc., 150
     Louisiana NE, Albuquerque, NM, 87108.

(2)  Unless  otherwise  noted and  subject to  community  property  laws,  where
     applicable,  the  persons  named in the table  above  have sole  voting and
     investment  power  with  respect  to all  shares of  Common  Stock as shown
     beneficially owned by them.

                                       41
<PAGE>

(3)  The  shares  and  percentages  shown  include  the  shares of common  stock
     actually owned as of April 20, 2001.

(4)  Includes  425,687 shares held by Mr.  Bowlin's wife and 171,332 shares held
     by each of three daughters. Mr. Bowlin disclaims beneficial ownership of an
     aggregate  of  513,996  of such  shares,  which  are  held by  three of his
     daughters.

(5)  Includes 48,006 shares held by Mr. Bess' wife and 26,623 shares held by Mr.
     Bess' minor daughter.

(6)  Includes  697,830 shares held by Mrs.  Bowlin's  husband and 171,332 shares
     held by each of her  three  daughters.  Mrs.  Bowlin  disclaims  beneficial
     ownership  of an  aggregate  of 513,996 of such  shares,  which are held by
     three of her daughters.

(7)  Francis W.  McClure  and Evelyn Hope  McClure  are the natural  persons who
     control The Francis W.  McClure and Evelyn Hope  McClure  Revocable  Trust.
     Evelyn  Hope  McClure is the sister of Michael L.  Bowlin,  Chairman of the
     Board, President and Chief Executive Officer of Bowlin Travel Centers.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MERGER AGREEMENT BETWEEN LAMAR AND BOWLIN OUTDOOR

     Pursuant to Section 5.12 of the Agreement and Plan of Merger  between Lamar
and Bowlin Outdoor,  if the merger is consummated,  Lamar will pay or will cause
the  surviving  corporation  of the  merger  to pay up to  $1,250,000  of Bowlin
Outdoor's  aggregate costs and expenses  associated with the consummation of the
merger  and  the  other  transactions  contemplated  by  the  merger  agreement,
including financial advisory fees, a fairness opinion, legal fees and accounting
fees.  However,  under the Contribution  Agreement,  and as part of the proposed
merger  transaction,  the  Company  assumed  the  obligation  under  the  merger
agreement to pay any closing costs that are in excess of $1,250,000.  Under this
arrangement, the Company assumed approximately $42,000 of the closing costs from
the merger transaction.

RELATIONSHIP WITH STUCKEY'S

     Michael L. Bowlin was the President and Chairman of the Board of, and until
July of 2000, a 25%  stockholder  in,  Stuckey's  Corporation  ("Stuckey's"),  a
franchiser of  restaurants  and specialty  stores,  including  specialty  stores
located at two of the Company's travel centers.  In fiscal year 2000,  aggregate
franchise  and other  related fees paid by Bowlin  Outdoor to Stuckey's  totaled
approximately $24,459.

CONTRIBUTION AGREEMENT BETWEEN BOWLIN OUTDOOR AND BOWLIN TRAVEL CENTERS

     The Company  entered into a  Contribution  Agreement  with Bowlin  Outdoor,
dated as of November 1, 2000. Under the Contribution  Agreement,  Bowlin Outdoor
contributed  all of the  assets and  liabilities  directly  associated  with the
ownership and operation of the travel centers business to Bowlin Travel Centers.
Bowlin  Outdoor and Bowlin  Travel  Centers  each  represented  that it was duly
organized, had the authority to enter into the agreement, and that there were no
conflicts or violations  resulting from, or consents  required by, the execution
and delivery of the agreement.  Bowlin Travel Centers also covenanted  under the
agreement to offer  employment  to all of the  employees of Bowlin  Outdoor that
work in the  travel  centers  business,  on the same  terms  and  conditions  of

                                       42
<PAGE>
employment they then enjoyed with Bowlin Outdoor,  and to assume all obligations
and liabilities  associated with those  employees.  Under the agreement,  Bowlin
Travel  Centers agreed to indemnify  Bowlin  Outdoor,  its directors,  officers,
shareholders,  employees,  affiliates,  successors  and  assigns for any and all
losses, liabilities, claims, demands, penalties, fines, settlements, damages, or
expenses  (including,   without  limitation,   interest,   penalties,  costs  of
preparation  and  investigation,  and the  reasonable  fees,  disbursements  and
expenses of attorneys, accountants and professional advisors) incurred by any of
the Bowlin Outdoor indemnitees:

     o    arising under federal,  state or local  environmental laws and arising
          out  of or in  connection  with  the  travel  center  business  or the
          ownership or operation of any of the assets or assumed liabilities;

     o    resulting  from any labor or employment  dispute  arising out of or in
          connection  with  the  operation  of the  travel  center  business  or
          otherwise involving a travel centers business employee; and

     o    any  attempt  (whether  or not  successful)  by any person to cause or
          require Bowlin Outdoor to discharge or pay any assumed  liability,  or
          otherwise arising out of or relating to any assumed liability.

TAX AND  DISAFFILIATION  AGREEMENT  BETWEEN  BOWLIN  OUTDOOR  AND BOWLIN  TRAVEL
CENTERS

     As part of the  Contribution  Agreement,  Bowlin  Outdoor and Bowlin Travel
Centers  entered  into  a  Tax  Sharing  and   Disaffiliation   Agreement  ("Tax
Agreement").  The Tax  Agreement  sets forth  rights and  obligations  of Bowlin
Outdoor  and  Bowlin  Travel  Centers  with  respect  to taxes  imposed on their
respective  businesses  both before and after the  distribution of Bowlin Travel
Centers  stock  to  the  Bowlin  Outdoor   stockholders   and  with  respect  to
"Restructuring Taxes." For purposes of the Tax Agreement,  "Restructuring Taxes"
are taxes imposed in connection  with the  contribution by Bowlin Outdoor of the
travel  centers-related  assets and liabilities to Bowlin Travel Centers and the
distribution of the Bowlin Travel Centers stock.

     GENERAL  TAXES.  Under the Tax  Agreement,  Bowlin  Travel  Centers will be
liable for and indemnify  Bowlin Outdoor against any taxes that are attributable
to the travel centers  business (both before and after transfer of such business
to Bowlin Travel  Centers),  Restructuring  Taxes and sales,  transfer and other
similar taxes incurred in connection  with the  Contribution  and  Distribution.
Bowlin Outdoor will be liable for and indemnify  Bowlin Travel  Centers  against
any taxes that are  attributable to the outdoor  advertising  business.  The Tax
Agreement sets forth  additional  rules for  determining  the tax obligations of
Bowlin Outdoor and Bowlin Travel Centers.

     RESTRUCTURING  TAXES.  Under the Tax  Agreement,  Bowlin Travel  Centers is
generally  responsible for all  Restructuring  Taxes.  Bowlin Outdoor and Bowlin
Travel  Centers  anticipate  that the  Contribution  will not  result in any tax
liability  and that the  Distribution  will not result in any tax  liability  to
Bowlin  Outdoor  shareholders.   However,  Bowlin  Outdoor  may  be  liable  for
Restructuring  Taxes in connection  with the  Distribution.  More  specifically,
Bowlin  Outdoor  will be required to pay tax on gain (if any) equal to the value
of Bowlin Travel  Centers on the date of the  distribution  of the Bowlin Travel
Centers  stock,  less Bowlin  Outdoor's  basis in Bowlin  Travel  Centers  stock
immediately  before the  distribution.  Bowlin Outdoor and Bowlin Travel Centers
plan to base the value of Bowlin Travel  Centers on the first-day  trading price
of Bowlin Travel  Centers  stock.  In addition,  it is possible that the IRS may


                                       43
<PAGE>

successfully  challenge any valuation of Bowlin Travel  Centers for this purpose
and thereby assess additional  Restructuring Taxes. As stated previously,  under
the Tax Agreement, Bowlin Travel Centers is required to reimburse Bowlin Outdoor
for any Restructuring Taxes.

MANAGEMENT SERVICE AGREEMENT BETWEEN BOWLIN OUTDOOR AND BOWLIN TRAVEL CENTERS

     Bowlin Outdoor  historically  has attempted to accurately  allocate  costs,
expenses and revenues of its two business segments,  namely outdoor  advertising
and travel centers.  However,  the same personnel  performed many administrative
and managerial tasks for both Bowlin Outdoor and Bowlin Travel Centers. In order
to accurately reflect the costs of these shared resources, Bowlin Travel Centers
attributes  Bowlin Outdoor with a management fee equal to the expense of certain
management  services.  Prior  to  August  1,  2000,  this  relationship  was not
formalized by a written agreement.  On August 1, 2000, Bowlin Outdoor and Bowlin
Travel Centers entered into a Management  Services Agreement to memorialize this
relationship.  Under the Management  Services  Agreement,  Bowlin Travel Centers
agreed to provide  management,  corporate general and  administrative  services,
including but not limited to, treasury,  accounting,  tax, human resources,  and
other support services, as follows. Under this agreement,  Bowlin Outdoor agreed
to pay for the services  rendered on a monthly basis.  The amount due each month
is  determined  by Bowlin Travel  Centers  based on actual  amounts  incurred on
behalf of Bowlin Outdoor as well as a  proportionate  amount of overall  general
and  administrative  expenses based on the level of effort  necessary to provide
such services. The level of effort is determined through a percentage allocation
of time and related  expenditures  for corporate  personnel  that perform duties
and/or provide support for Bowlin Outdoor.  The agreement is month-to-month  and
may be  canceled  with  thirty  days prior  written  notice.  Lamar  Advertising
Company,  upon  consummation  of the merger  between  Bowlin  Outdoor  and Lamar
Advertising  Company,  terminated the agreement.  See, also, "Notes to Financial
Statement -- Note 9".

LEASE AGREEMENT BETWEEN BOWLIN OUTDOOR AND BOWLIN TRAVEL CENTERS

     In furtherance of adequately and accurately  allocating  costs and expenses
to the outdoor  advertising and travel centers business,  on August 1, 2000, the
Company  entered into a lease  agreement with Bowlin  Outdoor.  Under this lease
agreement, Bowlin Outdoor leases:

     o    approximately  5,500  square  feet of  office  space  in the  building
          located at 136 Louisiana  NE,  Albuquerque,  New Mexico  87108,  at an
          annual  rate of $12.00 per square foot for a total  annual  rental sum
          due of $66,000;

     o    approximately  1,000  square  feet of  office  space  in the  building
          located at 3415 South Harrelson,  Las Cruces,  New Mexico 88005, at an
          annual rate of $6.00 per square foot for a total annual rental sum due
          of $6,000;

     o    approximately  2,000  square feet of  warehouse  space in the building
          located at 3415 South Harrelson,  Las Cruces,  New Mexico 88005, at an
          annual rate of $3.00 per square foot for a total annual rental sum due
          of $6,000; and

     o    approximately  12,000 square feet of outside storage yard space on the
          premises  located at 3415 and 3418 South  Harrelson,  Las Cruces,  New
          Mexico  88005,  at an annual  rate of $.50 per square foot for a total
          annual rental sum due of $6,000.


                                       44
<PAGE>

     This lease is for a term of one year,  ending on July 31, 2001. The Company
does  not  know,  and  Lamar  Advertising  Company  has not  indicated  with any
certainty,  whether this lease will be extended  beyond its current  termination
date of July 31, 2001.

MASTER LOAN  AGREEMENT BY AND AMONG BOWLIN TRAVEL  CENTERS,  BOWLIN  OUTDOOR AND
FIRST SECURITY BANK

     On November 10, 2000,  Bowlin Travel Centers and Bowlin Outdoor revised its
Master Loan Agreement with First  Security Bank.  This agreement  superceded the
Credit  Agreement with First Security Bank, dated as of November 10, 1998, which
made available to Bowlin  Outdoor funds in the aggregate  amount of $30 million.
Bowlin Outdoor and Bowlin Travel Centers  entered into the master loan agreement
in anticipation of the proposed merger with Lamar,  and the separation of Bowlin
Travel Centers from Bowlin Outdoor,  as well as the anticipated  distribution of
Bowlin Travel Centers stock to the  stockholders of Bowlin  Outdoor.  Under this
master loan agreement,  various  promissory  notes issued by Bowlin Outdoor that
represent  obligations of Bowlin Outdoor to First Security Bank, were identified
as either  being an  obligation  of Bowlin  Outdoor or an  obligation  of Bowlin
Travel  Centers.  Of the  approximately  $21 million owed in aggregate under the
agreement,  approximately  $5.3 is attributable to Bowlin Travel Centers.  Under
this  master  loan   agreement,   Bowlin   Outdoor  and  Bowlin  Travel  Centers
cross-collateralized  their  assets and property as security  interests  against
both of their  obligations  under the  agreement.  Under this  arrangement,  the
assets and property of Bowlin Travel Centers  secured the  obligations of Bowlin
Travel Centers and Bowlin Outdoor, and vice versa. However, upon distribution of
the Bowlin Travel Centers shares to the  stockholders of Bowlin  Outdoor,  First
Security  Bank agreed to release  its  security  interests  in and to any of the
assets and property of Bowlin Travel Centers as security against any obligations
of Bowlin Outdoor under the agreement.  Shortly  following  consummation  of the
merger  with  Bowlin  Outdoor,   Lamar   completely  paid  off  any  outstanding
obligations of Bowlin Outdoor under the agreement.

WHOLESALING TO RELATIVE OF OFFICER AND DIRECTOR AND STOCKHOLDER OF BOWLIN TRAVEL
CENTERS

     The Company  currently  sells  gasoline to a travel center that is owned by
the niece of Michael L. Bowlin.  During the years ended  January 31, 2001,  2000
and 1999, wholesale gasoline distribution sales totaling $1,433,398,  $1,328,418
and $1,227,681  were sold to this travel  center.  The Company sells gasoline to
this travel center with its standard wholesale  distributor  mark-up. No special
consideration  is given  with  regard to the price at which  the  Company  sells
gasoline to this travel center.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  Exhibits

     The exhibits as indexed below are included as part of this Form 10-K.

(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the three months ended January 31,
2001.


                                       45
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
-------

     3.1(1)   Form of Certificate  of  Incorporation  of  Bowlin Travel Centers,
              Inc.
     3.2(1)   Bylaws of Bowlin Travel Centers, Inc.
     10.1(1)  Management Services  Agreement, between Bowlin Outdoor Advertising
              and Travel Centers Incorporated and Bowlin Travel  Centers,  dated
              August 1, 2000.
     10.2(1)  Distributor  Franchise  Agreement,  dated  as  of  July 19,  1995,
              between the Registrant and CITGO Petroleum Corporation
     10.3(1)  Distributor Sales Agreement, dated  as of  April 1, 1999,  between
              the Registrant and Exxon Company, U.S.A.  (a   division  of  Exxon
              Corporation)
     10.8(1)  Lease,  dated as of January 12, 1987, between Janet Prince and the
              Registrant
     10.9(1)  Commercial Lease,  dated  as of  September 21, 1996,  between  the
              State of Arizona and the Registrant, as amended
     10.10(1) Commercial  Lease,  dated  as of March 16,  2000,  between the New
              Mexico Commissioner of Public Lands and the Registrant, as amended
     10.12(1) Lease Agreement, dated as of June 23, 1989, between the Registrant
              and Rex Kipp, Jr., as amended
     10.13(1) Lease,  dated as of September  29,  1983,  between J.T. and Ida M.
              Turner and the Registrant
     10.14(1) Business  Lease,   dated  as  of  October  1,  1996,  between  the
              Registrant and the New Mexico Commission of Public Lands
     10.15(1) Commercial  Lease,  dated as of September  21, 1996,  between  the
              Registrant and the State of Arizona, as amended
     10.19(1) "Dairy  Queen"  Operating  Agreement,  dated as of March 10, 1983,
              between  Interstate  Dairy Queen  Corporation  and the  Registrant
              d/b/a  DQ/B  of  Edgewood,   NM,   together  with  amendments  and
              ancillary agreements related thereto
     10.20(1) "Dairy  Queen"  Operating   Agreement,  dated  as of May 1,  1982,
              between  Interstate  Dairy Queen  Corporation  and  the Registrant
              d/b/a  DQ/B of Flying C, New Mexico,  together with amendments and
              ancillary agreements related thereto
     10.21(1) "Dairy Queen" Store Operating Agreement,  dated as of November 18,
              1986, between Dairy Queen  of  Southern  Arizona,   Inc.  and  the
              Registrant,  together  with  amendments  and  ancillary agreements
              related thereto
     10.22(1) "Dairy Queen" Operating Agreement,  dated as of September 1, 1982,
              between  Interstate  Dairy  Queen  Corporation  and the Registrant
              d/b/a DQ of Bluewater, New Mexico,  together with  amendments  and
              ancillary agreements related thereto
     10.23(1) "Dairy Queen" Store Operating  Agreement,  dated as of February 1,
              1984, between Dairy Queen  of  Arizona,  Inc. and the  Registrant,
              together with amendments and ancillary agreements related thereto
     10.25(1) "Dairy  Queen"  Operating   Agreement,  dated as of June 7,  1989,
              between  Interstate  Dairy Queen  Corporation  and the  Registrant
              d/b/a "DQ" at Butterfield  Station,  together with  amendments and
              ancillary agreements related thereto
     10.26(1) Letter of Agreement,  dated as of March 1, 1987, between Stuckey's
              Corporation  and the  Registrant  confirming  franchise of Benson,
              AZ Stuckey's Pecan Shoppe
     10.27(2) Franchise Agreement,  dated as of July 7, 1982, between Stuckey's,
              Inc. and the Registrant, together with a related Personal Guaranty
              and Indemnity

                                       46
<PAGE>

     10.28(2) Amended and Restated  Master Loan  Agreement  with First  Security
              Bank, dated as of November 10, 2000, by and among the  Registrant,
              Bowlin Outdoor  Advertising and  Travel Centers Incorporated,  and
              First Security Bank.
     10.29(1) Lease  Agreement  between  Bowlin Outdoor  Advertising  and Travel
              Centers Incorporated and the Registrant, dated August 1, 2000.
     10.30(2) Contribution  Agreement,  dated as of  November  1, 2000,  by  and
              between the Registrant  and Bowlin Outdoor Advertising  and Travel
              Centers Incorporated.
     10.31(2) Tax Sharing and Disaffiliation Agreement,  dated as of November 1,
              2000, by and between the Registrant and Bowlin Outdoor Advertising
              and Travel Centers Incorporated.


(1)  Incorporated by reference to the  correspondingly  numbered Exhibits in the
     Registrant's Form 10, filed November 10, 2000.

(2)  Incorporated by reference to the  correspondingly  numbered Exhibits in the
     Registrant's Amendment No. 1 to the Form 10, filed December 8, 2000.


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                              Bowlin Travel Centers Inc

                                       By: /s/ MICHAEL L. BOWLIN
                                           -------------------------------------
                                       Michael L. Bowlin, Chairman of the Board,
                                       President and Chief Executive Officer
Date:    April 27, 2001


     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been  signed  by the  following  persons  on behalf  of the  Company  and in the
capacities and on the dates indicated:

                Signature                                          Date
                ---------                                          ----

By: /s/ MICHAEL L. BOWLIN                                     April 27, 2001
    ----------------------------------------------
    Michael L. Bowlin, Chairman of the Board,
    President, CEO and Director (Principal
    Executive Officer)

By: /s/ C. CHRISTOPHER BESS                                   April 27, 2001
    ----------------------------------------------
    C. Christopher Bess, Executive Vice President,
    Chief Operating Officer, and Director

By: /s/ WILLIAM J. McCABE                                     April 27, 2001
    ----------------------------------------------
     Senior Vice President, Management Information
     Systems, Secretary, Treasurer and Director

                                       47