SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                AMENDMENT NO. 2

                 X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                ---
              OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

                  For the Fiscal Year Ended September 30, 1999

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-20757

                           TRAVIS BOATS & MOTORS, INC.
             (Exact name of registrant as specified in its charter)

                                      TEXAS
                         (State or other jurisdiction of
                         incorporation or organization)

                                   74-2024798
                                (I.R.S. Employer
                             Identification Number)

                5000 PLAZA ON THE LAKE, SUITE 250, AUSTIN, TEXAS
                      78746 (Address of principal executive
                                    offices)

       Registrant's telephone number, including area code: (512) 347-8787
        Securities registered pursuant to Section 12(b) of the Act: None
               Securities registered pursuant to Section 12(g) of
                                    the Act:

                          COMMON STOCK, $.01 PAR VALUE
                                (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  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  pursuant 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 Report on Form 10-K or
any amendment to this Report on Form 10-K. _____

         The aggregate  market value of the voting stock (which  consists solely
of  shares of Common  Stock)  held by  non-affiliates  of the  Registrant  as of
December 23, 1999,  (based upon the last reported price of $10.25 per share) was
approximately $29,973,050 on such date.

         The number of shares of the issuer's  Common Stock,  par value $.01 per
share,  outstanding  as of December 23, 1999 was 4,326,022,  of which  2,924,200
shares were held by non-affiliates.

         Documents  Incorporated by Reference:  Portions of  Registrant's  Proxy
Statement  relating to the 2000  Annual  Meeting of  Shareholders  to be held in
March 2000, have been incorporated by reference herein (Part III).

                                       i

<PAGE>


     The  Registrant  files this  amendment  to submit data and other  financial
information  which is related to Registrant's  Proxy  Statement  relating to the
2000 Annual Meeting of Shareholders to be held in March 2000. This includes Part
III, Items 10, 11, 12 and 13.


                                       ii

<PAGE>

PART III, Item 10

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The following table sets forth certain information with respect to each
director and each executive officer of the Company:

<TABLE>
<CAPTION>


                     Name                                     Age           Position
                     ----                                     ---           --------

<S>      <C>                                                   <C>   <C>
         Mark T. Walton(1)(2)                                  48    Chairman of the Board and President

         Ronnie L. Spradling(1)                                56    Executive Vice President--New Store
                                                                     Development and Director

         Michael B. Perrine                                    36    Chief Financial Officer, Treasurer
                                                                     and Secretary

         E. D. Bohls(1)(2)(5)                                  81    Vice Chairman of the Board

         Joseph E. Simpson(1)(2)(3)                            66    Director

         Robert C. Siddons(1)(2)(4)                            57    Director

         Stephen W. Gurasich, Jr.(3)(4)                        51    Director

         Zach McClendon, Jr.(3)(4)                             62    Director
         ------------------------------------------------------------------------------------------------
<FN>

(1)      Member of the Nominations Committee.
(2)      Member of the Executive Committee
(3)      Member of the Audit Committee.
(4)      Member of the Compensation Committee.
(4)      Mr. Bohls retired as a director effective December 1, 1999.
</FN>
</TABLE>


     Mark T.  Walton has served as  President  and as a director  of the Company
since 1980 and as  Chairman  of the Board  since  1995.  From 1979 to 1980,  Mr.
Walton served as the General Manager of the Company's  Austin store.  Mr. Walton
has over 29 years of retail boating experience.

     Ronnie L.  Spradling has served as Executive  Vice President of the Company
since 1989 and as the Executive  Vice President of New Store  Development  since
1994. Mr. Spradling became a director in 1995. Mr. Spradling  previously  served
as the General  Manager of Falcon  Marine,  Inc. (a  subsidiary of the Company),
located in Midland,  Texas from 1982 to 1988. Mr. Spradling has over 32 years of
experience in boat retailing operations.

     Michael B. Perrine has served as Chief Financial  Officer since 1991 and as
Treasurer and Secretary of the Company since 1992.  From 1986 to 1991, he served
as a loan officer in the Commercial  Banking  Division of NationsBank,  N.A. Mr.
Perrine is responsible for developing and implementing  the Company's  corporate
structure.

     E. D. Bohls has served as Vice  Chairman of the Board of the Company  since
1995 and previously  served as Chairman of the Board of the Company from 1979 to
1995. He served as Chairman of the Board of Capitol Commerce  Reporter,  Inc., a
public records  research  company,  from 1986 through 1997. In addition,  he has
served as Vice President and as a director of Americana  Enterprises,  a private
real estate  development joint venture,  since 1975. Mr. Bohls, who currently is
an independent investor, retired from the Board effective 12/1/99.

     Joseph E.  Simpson has served as a director of the Company  since 1979.  He
served as  President  and as a director of Capitol  Commerce  Reporter,  Inc., a
records  research  company,  from 1986 through 1997. Mr. Simpson is currently an
independent investor.

     Robert C.  Siddons has served as a director of the Company  since 1979.  He
has served as  President  of Frank  Siddons  Insurance  Agency,  a  family-owned
insurance  agency,  since 1987.  In addition,  he has served as President of the
Texas Builders Insurance  Company,  a commercial lines insurance company,  since
1987.

     Stephen W. Gurasich,  Jr. has served as director of the Company since July,
1996. For over the past 20 years, Mr. Gurasich has served in various capacities,
including most recently as Chairman of the Board of GSD&M  Advertising,  Austin,
Texas,  an  advertising  firm,  handling  such  accounts as Southwest  Airlines,
Wal-Mart, MasterCard, Coors Light and DreamWorks.

     Zach  McClendon,  Jr. has served as a director of the  Company  since July,
1996. Mr. McClendon is the co-founder of the predecessor to SeaArc Marine, Inc.,
a manufacturer of various types of boats and marine products,  and now serves as
the Chairman of the Board of its parent company, SeaArk Boats, Inc. In addition,
Mr.  McClendon  serves  as the  Chairman  of the  Board of Union  Bank and Trust
Company, a subsidiary of First Union Financial  Corporation,  and as Chairman of
the Board of Drew  Cottonseed  Oil Mill,  Inc., a  manufacturer  of  polystyrene
products.

                                       1
<PAGE>

PART III.  Item 11

COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth certain  information with respect to the
compensation  awarded to, earned by or paid for services rendered to the Company
in all capacities  during the fiscal years ended  September 30, 1999,  September
30, 1998 and  September  30, 1997,  with respect the  Company's  President,  Mr.
Walton,  the Executive Vice President,  Mr.  Spradling,  and the Chief Financial
Officer, Mr. Perrine  (collectively,  the "Named Executive Officers").  No other
executive officers of the Company received annual compensation (including salary
and  bonuses  earned)  which  exceeded  $100,000  during the  fiscal  year ended
September 30, 1999.

<TABLE>
<CAPTION>

                                                                                                       LONG-TERM
                                                                                                     COMPENSATION

                                                                                     OTHER            SECURITIES
                         PRINCIPAL                                                   ANNUAL           UNDERLYING
      NAME                POSITION      FISCAL YEAR      SALARY     BONUS         COMPENSATION          OPTIONS
      ----               ---------      -----------      ------     -----         ------------       ------------
<S>                    <C>                  <C>         <C>       <C>               <C>                  <C>

Mark T. Walton         President            1999        $187,945  $ 40,183          10,780(1)               --
                                            1998         181,400   125,000             --                12,500
                                            1997         175,000    55,500           1,100(2)               --

Ronnie L. Spradling    Executive Vice       1999        $160,721  $ 40,183          10,780(1)               --
                       President            1998         155,900   125,000             --                12,500
                                            1997         150,000    58,300           1,100(2)               --

Michael B. Perrine     Chief                1999        $103,648  $ 40,183           5,454(1)               --
                       Financial            1998          92,700    76,000             --                12,500
                       Officer              1997          92,000    35,000             625(2)             5,000

<FN>
--------------------------------------------------------------------------------
(1)      Effective July 1, 1999,  the Company  entered into Amended and Extended
         Employment Agreements with Messrs.  Walton,  Spradling and Perrine. The
         Employment  Agreements  expire on June 30, 2002.  In  consideration  of
         entering into the  Employment  Agreements the Company agreed to pay the
         amounts of $129,362;  $129,362 and $54,450 to Messrs. Walton, Spradling
         and Perrine,  respectively,  as a pre- condition for their execution of
         the agreements. [see Employment Agreements]
(2)      Principally 401(k) plan matching contribution.
</FN>
</TABLE>


OPTIONS GRANTED IN LAST FISCAL YEAR

         There  were no  stock  options  granted  by the  Company  to the  Named
Executive Officers during the fiscal year ended September 30, 1999.

<TABLE>
<CAPTION>

                                          INDIVIDUAL GRANTS
                             ----------------------------------------------------------
                                                                                             Potential Realizable
                                                                                           Value at Assumed Annual
                               Number of                                                     Rates of Stock Price
                              Securities         % of Total                                    Appreciation for
                              Underlying       Options Granted   Exercise                        Option Term
                                Options        to Employees in     Price      Expiration    -----------------------
          Name                  Granted          Fiscal Year     ($/Share)       Date            5%          10%
          ----                ----------       ---------------   ---------    ----------         --          ---

<S>                                <C>

Mark T. Walton                     0

Ronnie L. Spradling                0

Michael B. Perrine                 0


</TABLE>

                                       2
<PAGE>

STOCK OPTION EXERCISES AND HOLDINGS

         The following table shows information  regarding stock option exercises
and  unexercised  options held as of the end of the fiscal year ended  September
30, 1999 by the Named Executive Officers.

<TABLE>
<CAPTION>

                                                                                          AT SEPTEMBER 30, 1999
                                                                 -------------------------------------------------------------------
                                                                        NUMBER OF OPTIONS             VALUE OF IN-THE-MONEY OPTIONS
                                                                 --------------------------------     ------------------------------
                                OPTIONS           VALUE
              NAME             EXERCISED         REALIZED        EXERCISEABLE       UNEXERCISABLE     EXERCISABLE*    UNEXERCISABLE*
              ----             ---------         --------        ------------       -------------     ------------    --------------
<S>                               <C>              <C>             <C>                 <C>             <C>              <C>
Mark T. Walton                    0                0               18,714              14,053          $ 70,936          $17,732

Ronnie L. Spradling               0                0               40,046              19,387          $164,264          $41,068

Michael B. Perrine(1)             0                0               32,832              26,333          $129,953          $58,332


<FN>
* Based on closing price of  $9.625 on September 30, 1999.
</FN>
</TABLE>


EMPLOYMENT AGREEMENTS

     The  Company  is  the   beneficiary  of  employment   agreements  with  TBC
Management,  Ltd. (an affiliated partnership of the Company) and each of Mark T.
Walton,  Ronnie L.  Spradling  and Michael B.  Perrine,  providing,  among other
things, for three-year terms commencing in July 1999 and annual base salaries of
$200,000  for Mr.  Walton,  $170,000  for Mr.  Spradling  and  $130,000  for Mr.
Perrine,  respectively.  In addition, Messrs. Walton, Spradling and Perrine have
agreed  to  contractual  confidentiality  and  noncompete  provisions  in  their
respective employment agreements,  which will extend beyond termination of their
employment.  In the  event any of these  employees  are (i)  terminated  without
"cause", (ii) or if termination is voluntary after a "change in control" as such
terms are defined in the employee agreements, such employees will be entitled to
payment of their  accrued  bonus  amounts plus  approximately  three times their
annual salary.

     As  a  pre-condition  to  acceptance  of  the  employment  agreements,  TBC
Management,  Ltd., made  conditional  payment to Messrs.  Walton,  Spradling and
Perrine in the amounts of  $129,362,  $129,362 and  $65,450,  respectively.  The
payment  amount will be earned by the  individuals  ratably over the life of the
employment agreements.  In the event that Messrs.  Walton,  Spradling or Perrine
were to voluntarily  terminate their employment with the Company,  except in the
event of a change in control as defined in the agreements,  than such individual
shall repay, upon demand, the unearned portion of the conditional payment.

                                       3
<PAGE>



     The employment  agreements also provide that, if the consolidated income of
Travis Boats before income tax expenses and non-recurring audit adjustments (the
"Pre-tax  Income")  reflects  growth in excess of 20% over the  previous  fiscal
year, Messrs. Walton, Spradling and Perrine will each receive a bonus of 1.5% of
the Pre-tax  Income.  If the Pre-tax  Income does not reflect growth of 20%, the
bonus for each individual will be determined by the Board of Directors.


                                       4

<PAGE>

PART III. Item 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  of the Common  Stock as of December  31, 1999 by (i) each
director of the Company,  (ii) each Named Executive  Officer,  (iii) each person
known or believed by the  Company to own  beneficially  5% or more of the Common
Stock and (iv) all directors and executive officers as a group. Unless otherwise
indicated,  each person has sole voting and  dispositive  power with  respect to
such shares.

<TABLE>
<CAPTION>
                                                                                                        PERCENT
                                                                                       NUMBER OF      BENEFICIALLY
                                            NAME OF BENEFICIAL OWNER               SHARES(1)(2)(12)      OWNED
                                            ------------------------               ----------------   ------------
<S>                                                                                    <C>              <C>
Mark T. Walton(3)                                                                      358,682           7.9%

E.D. Bohls                                                                             330,176           7.3%

Robert C. Siddons(4)                                                                   302,868           6.7%

Ronnie L. Spradling(5)                                                                 245,189           5.4%

Joseph E. Simpson                                                                      204,000           4.5%

Michael B. Perrine(6)                                                                   44,399             *

Zach McClendon, Jr.(7)                                                                  20,933             *

Stephen W. Gurasich(8)                                                                  13,333             *

Wasatch Advisors, Inc.(9)                                                              556,297          12.3%

Safeco Asset Management Company.(10)                                                   351,500           7.8%

Downtown Associates, L.P.(11)                                                          498,500          11.0%



         Downtown Associates III, L.P.
         Downtown Associates II, L.P.
         Downtown Associates, L.L.C.
         Downtown Foundations, L.P.
         Ronald Juvonen
         Philip Timon
         Alfred Loomis, III

All executive officers and directors as a group (eight persons)(13)                  1,519,580          33.5%
<FN>
*  Less than 1%

(1)      Except as otherwise indicated, the persons named in the table have sole
         voting and investment  power with respect to the shares of Common Stock
         shown as beneficially owned by them.  Beneficial  ownership as reported
         in the above table has been  determined in  accordance  with Rule 13d-3
         under the  Securities  Exchange Act of 1934, as amended (the  "Exchange
         Act"),  based on  information  furnished  by the  persons  listed,  and
         represents  the  number of  shares of Common  Stock for which a person,
         directly   or   indirectly,    through   any   contract,    management,
         understanding,  relationship or otherwise,  has or shares voting power,
         including  the power to vote or direct  the voting of such  shares,  or
         investment  power,  including  the power to  dispose  or to direct  the
         disposition of such shares,  and includes  shares which may be acquired
         upon the  exercise of options  within 60 days  following  December  31,
         1999.  The  percentages  are based upon  4,529,785  shares  outstanding
         (which includes, as outstanding,  shares which may be acquired upon the
         exercise of options within 60 days following December 31, 1999). Except
         as otherwise  noted below,  the address of each holder of 5% or more of
         the Common Stock is 5000 Plaza on the Lake, Suite 250,  Austin,  Texas,
         78746.


                                       5
<PAGE>


(2)      Does not include options granted to Mark T. Walton, Ronnie L. Spradling
         and Michael B. Perrine to purchase 11,553;  16,887 and 23,833 shares of
         Common Stock,  respectively,  which are not exercisable  within 60 days
         after December 31, 1999.


(3)      Includes 21,214 shares subject to options exercisable within 60 days of
         December 31, 1999, 291,000 shares held in a family limited partnership,
         over which Mr. Walton has sole voting  control,  and 3,268 shares owned
         and held in trust for Mr.  Walton's  children,  for  which  the  voting
         rights reside with Mr. Walton

(4)      Includes  18,002  shares  held  by family trusts over which Mr. Siddons
         exercises sole voting and investment control.

(5)      Includes 42,546 shares subject to options exercisable within 60 days of
         December 31, 1999.

(6)      Includes 35,332 shares subject to options exercisable within 60 days of
         December 31, 1999.

(7)      Includes 13,333 shares subject to options exercisable within 60 days of
         December 31, 1999.

(8)      Includes 5,333 shares subject  to options exercisable within 60 days of
         December 31, 1999.

(9)      The address  of Wasatch  Advisors, Inc.  is 150  Social Hall Ave., Salt
         Lake City, Utah 84111.

(10)     The address of  Safeco Asset Management  Company is 601  Union  Street,
         Suite 2500, Seattle, WA 98101.

(11)     Voting  power  and  dispositive  power  is  shared  among  each  of the
         shareholders listed. The address of Downtown Associates,  L.P., Dowtown
         Associates III, L.P., Dowtown Associates II, L.P., Downtown Associates,
         L.L.C.,  Downtown Foundations,  L.P., Ronald Juvonen,  Philip Timon and
         Alfred  Loomis,  III  is  920  East  Baltimore  Pike,  Kennett  Square,
         Pennsylvania 19348.

(12)     See Notes (3), (5), (6), (7) and (8).  Includes  117,758 shares subject
         to options  exercisable  within 60 days of December 31, 2000.
</FN>
</TABLE>

                                       6
<PAGE>


PART III. Item 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     SEAARK BOATS, INC. In fiscal year 1999, the Company purchased approximately
$3.8 million of boats from SeaArk Boats, Inc. ("SeaArk"). SeaArk is wholly-owned
by  UniGrace,  Inc.,  which  in turn is  wholly-owned  by  McClendon  Resources.
McClendon  Resources  is  wholly-owned  by Zach  McClendon,  a  Director  of the
Company, and his children.  Mr. McClendon serves as the Chairman of the Board of
SeaArk,  UniGrace,  Inc. and McClendon  Resources.  The Company anticipates that
this relationship will continue at the same level in year 2000.

     REINSURANCE ARRANGEMENTS. The Company, through June 28, 1996, sold extended
service  contracts to its customers.  The obligations of the Company under these
contracts were transferred to Ideal Insurance  Company,  Ltd. ("Ideal") pursuant
to an agreement between the Company and Ideal dated as of January 1, 1994. Ideal
reinsures these risks with Amerisure Property & Casualty, Ltd. ("Amerisure"),  a
company  wholly owned by certain  principal  stockholders  and  directors of the
Company,  with  Messrs.  E. D.  Bohls,  Siddons,  Walton and  Simpson  owning an
aggregate of  approximately  76%.  These  contracts  are  administered  by First
Extended Service Corporation ("FESC") and are reinsured under a stop-loss policy
issued to Amerisure  by FFG  Insurance  Co.  ("FFG"),  an affiliate of FESC.  In
conjunction with these arrangements,  the Company paid an agreed amount for each
extended service contract which is insured and, in the event of claims under any
extended  service  contracts,  Amerisure  reimburses the repair facility for the
amount of covered claims.  Amerisure and/or FFG are financially  responsible for
any repairs required pursuant to the extended service  contract.  Amerisure is a
separate legal entity from the Company.  The Company terminated its relationship
with Amerisure  effective June 28, 1996 with respect to future extended  service
contracts.  The Company is currently using traditional  insurance,  utilizing an
unrelated  third party.  To provide for the risks  associated  with the extended
service contracts sold by the Company prior to June 28, 1996,  Amerisure intends
to retain cash reserves in an amount it believes will  reasonably be adequate to
cover any of Amerisure's obligations. Moreover, Amerisure has obtained the above
described  stop-loss policy from FFG. For the three fiscal years ended September
30, 1996,  September  30, 1995,  and  December 31, 1994,  Amerisure  received an
aggregate of approximately $850,000, all of which it has reserved against losses
with respect to extended service contracts sold to the Company's  customers.  As
noted above,  no further amounts were paid to Amerisure after June 28, 1996. All
of Amerisure's  business  resulted from the Company's  sale of extended  service
contracts.  Amerisure's underwriting losses and aggregate reinsurance costs will
not be  determinable  until the end of each of the  five-year  extended  service
contracts sold prior to June 28, 1996. The Company is not affiliated with Ideal,
FESC or FFG.

                                       7
<PAGE>



     EMPLOYMENT  ARRANGEMENTS.   Executive  management,   store  management  and
corporate administrative employees are employed by TBC Management, Ltd., a Texas
limited partnership (the "Partnership").  The Partnership,  in turn, has entered
into a Management  Agreement with the Company and its  subsidiaries and invoices
each company monthly for management  services rendered.  The general partner and
1.0% owner of the Partnership is the Company. The sole limited partner and 99.0%
owner of the Partnership is TBC  Management,  Inc. (the "Delaware  Company"),  a
Delaware company wholly owned by Travis Boats. The operations of the Partnership
are  accounted  for on a  consolidated  basis  with  those of the  Company.  The
Delaware  Company's income results from  distributions of the Partnership and is
accordingly taxed under Delaware law. These  arrangements allow the Company more
easily to allocate  costs among the various store  locations and to reduce Texas
franchise taxes.

     CERTAIN  BORROWINGS.  E. D. Bohls, Jesse Cox, Robert D. Siddons,  Joseph E.
Simpson,  Ronnie  L.  Spradling,  Perrine  and Mark T.  Walton,  all of whom are
stockholders,  officers  or  directors  of the  Company,  have each  executed  a
personal guaranty of certain indebtedness of the Company. It is anticipated that
such guaranties will be released upon refinancing of such indebtedness.

                                       8
<PAGE>

                                   SIGNATURES

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

                                                     TRAVIS BOATS & MOTORS, INC.

Date:  January 27, 2000                              By:  /s/   Mark T. Walton
-----------------------                                  -----------------------
                                                           Mark T. Walton
                                                           Chairman of the Board
                                                           And President


                      POWER OF ATTORNEY TO SIGN AMENDMENTS

         KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below does  hereby  constitute  and  appoint  Mark T. Walton his true and lawful
attorney-in-fact  and agent for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to the Travis Boats & Motors, Inc.
Annual Report on Form 10-K for the year ending  September 30, 1999,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully,  to all intents and purposes,  as they
or he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, may lawfully do or cause to be done
by virtue hereof.  This Power of Attorney has been signed below by the following
persons in the capacities and on the dates indicated.

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

Name                                  Title                                        Date Signed
----                                  -----                                        -----------
<S>                                   <C>                                          <C>
/S/   MARK T. WALTON                  Chairman of the Board, President and         January 27, 2000
--------------------                  Director (Principal Executive Officer)
Mark T. Walton


/S/    MICHAEL B. PERRINE             Chief Financial Officer, Secretary and       January 27, 2000
-------------------------             Treasurer (Principal Financial and
Michael B. Perrine                    Accounting Officer)


/S/  RONNIE L. SPRADLING              Executive Vice President-New Store           January 27, 2000
------------------------
Ronnie L. Spradling                   Development Director


                                      Director                                     January __, 2000
----------------------------
Steven W. Gurasich, Jr.


_____________________                 Director                                     January __, 2000
Zach McClendon, Jr.



/S/  ROBERT C. SIDDONS                Director                                     January 27, 2000
----------------------------
Robert C. Siddons


/S/ JOSEPH E. SIMPSON                 Director                                     January 27, 2000
---------------------
Joseph E. Simpson

</TABLE>

                                       9