SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A
                                    Amendment

                 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, 2001

                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
28,  2001,  (based  upon  the  last  reported  price of  $2.00  per  share)  was
approximately $5,879,410 on such date.

     The  number of shares of the  issuer's  Common  Stock,  par value  $.01 per
share,  outstanding  as of December 28, 2001 was 4,350,527,  of which  2,939,705
shares were held by non-affiliates.

Documents  Incorporated by Reference:  Portions of Registrant's  Proxy Statement
relating to the 2002 Annual Meeting of  Shareholders  have been  incorporated by
reference herein (Part III).


<PAGE>


     The  Registrant  files this  amendment  to submit data and other  financial
information  which is related to Registrant's  Proxy  Statement  relating to the
2002 Annual  Meeting of  Shareholders.  This includes Part III, Items 10, 11, 12
and 13.


Part III, Item 10.
------------------

         Directors and Executive Officers of the Registrant
         --------------------------------------------------

Election of Directors

     The  Company's  Bylaws  provide  that the affairs of the  Company  shall be
conducted by a Board of Directors  and empower the Board to increase or decrease
the number of directors by  resolution  adopted by a majority of the Board.  The
Board in its discretion and in accordance with such authority has therefor fixed
its size at seven (7)  members.  The Board of  Directors  is divided  into three
classes,  designated  as Class A, Class B and Class C. The members of each class
of directors serve for staggered  three-year terms.  Messrs.  Walton and Siddons
are  currently  Class C directors and are to stand for  re-election  at the 2002
annual stockholders' meeting. Messrs. Simpson and Birnbaum are currently Class A
directors  and will  stand  for  re-election  at the 2003  annual  stockholders'
meeting.  Messrs.  Spradling,  Gurasich  and  McClendon  are  currently  Class B
directors  and will  stand  for  re-election  at the 2004  annual  stockholders'
meeting. The Class C directors elected at the 2002 annual stockholders'  meeting
will hold  office  until the 2005  annual  stockholders'  meeting  or until such
director's  successor shall be elected or appointed.  The affirmative  vote of a
plurality of holders of the outstanding  shares of Common Stock represented at a
meeting at which a quorum is present is required to elect the director nominee.

     The persons  whose names are set forth as proxies in the  enclosed  form of
proxy will vote all shares over which they have  control  "FOR" the  election of
the Board of Directors' nominee unless otherwise directed. Although the Board of
Directors of the Company does not contemplate that any nominee will be unable to
serve,  if such a situation  should  arise prior to the Meeting,  the  appointed
proxies will use their discretionary authority pursuant to the proxy and vote in
accordance  with their best  judgment.  The  affirmative  vote of a plurality of
holders of the  outstanding  shares of Common Stock  represented at a meeting at
which a quorum is present is required to elect the director nominee.

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)                                  50    Chairman of the Board and President

         Ronnie L. Spradling(1)                                58    Executive Vice President--New Store
                                                                     Development and Director

         Michael B. Perrine                                    38    Chief Financial Officer, Treasurer
                                                                     and Secretary

         Joseph E. Simpson(1)(2)(3)                            68    Director

         Robert C. Siddons(1)(2)(3)(4)                         59    Director


                                       2


<PAGE>

         Stephen W. Gurasich, Jr.(3)(4)                        53    Director

         Zach McClendon, Jr.(3)(4)                             64    Director

         Richard Birnbaum(4)                                   64    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.

</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 31 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 34 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 was
employed in the Commercial Banking Division of NationsBank,  N.A. Mr. Perrine is
responsible for developing and implementing the Company's corporate structure.

     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.

     Richard Birnbaum.  has served as a director of the Company since May, 2001.
Mr. Birnbaum began his career in 1972 at Circuit City Stores,  Inc. (NYSE -- CC)
and after  progressive  positions  in the  corporation,  he  retired  in 2001 as
Executive Vice President - Operations.  Mr. Birnbaum is currently an independent
investor.


                                       3

<PAGE>


Part III, Item 11.
------------------

         Executive Compensation
         ----------------------

Compensation of Directors

     Directors  who are not officers  and  employees  of or  consultants  to the
Company receive annual  compensation  of $10,000,  plus $2,000 annually for each
committee on which such director  serves,  excluding the Nominations  Committee,
for which  compensation is not received,  and $3,000 per year in the case of the
Executive  Committee.  Directors' expenses for attending meetings are reimbursed
by the Company.

     In addition to the above compensation,  Zach McClendon and Stephen Gurasich
were each  granted  stock  options in the amount of 10,000  shares on October 1,
2000 at an exercise price of $3.8125 per share and 10,000  additional  shares on
May 22, 2001 at an exercise price of $2.70 per share.  Richard Birnbaum was also
granted  stock  options  in the  amount of 33,333  shares on May 22,  2001 at an
exercise price of $2.70 per share. All of the options were granted in accordance
with the  company's  stock  option plan and were  granted at market price on the
date of the respective grant. All of the shares were fully vested on the date of
such grant.

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, 2001,  September
30, 2000 and  September  30, 1999,  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, 2001.

<TABLE>
<CAPTION>
                                                                                                          Long-Term
                                                                                                        Compensation

                         Principal                                                   Other              Securities
                         ----------                                                  Annual             Underlying
Name                      Position      Fiscal Year      Salary     Bonus         Compensation            Options
                          --------                      --------  --------        ------------          ----------

<S>                    <C>                <C>           <C>         <C>             <C>                   <C>
Mark T. Walton         President          2001          $200,000    $ -0-           43,121(1)
                                          2000           200,000      -0-           43,121(1)             20,000
                                          1999           187,945     40,183         10,780(1)                 --

Ronnie L. Spradling    Executive Vice     2001          $175,000    $ -0-           43,121(1)
                       President          2000           175,000      -0-           43,121(1)             20,000
                                          1999           160,721     40,183         10,780(1)                 --

Michael B. Perrine     Chief              2001          $130,000    $ -0-           23,163(1)(2)
                       Financial          2000           130,000      -0-           21,483(1)             20,000
                       Officer            1999           130,000     40,183          5,371(1)                 --
<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 $64,450 to Messrs.  Walton,  Spradling and Perrine,
     respectively,  as a pre- condition for their  execution of the  agreements.
     These amounts paid to Messrs. Walton,  Spradling and Perrine are recognized
     ratably  over  the  36  month  term  of  the  agreements.  [see  Employment
     Agreements]

(2)  Includes vehicle allowance.

</FN>
</TABLE>


Options Granted in Last Fiscal Year

     The Company did not grant any stock options to the Named Executive Officers
during the fiscal year ended September 30, 2001.

                                      -4-

<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,
2001 by the Named Executive Officers.


<TABLE>
<CAPTION>

                                                                     At September 30, 2001
                                                                     ---------------------

                                                      Number of Options             Value of In-the-Money Options
                                                      -----------------             -----------------------------
                            Options     Value
          Name             Exercised   Realized Exercisable      Unexercisable     Exercisable*    Unexercisable*
          ----             ---------   -------- -----------      -------------    --------------   --------------
<S>                            <C>        <C>      <C>               <C>             <C>              <C>
Mark T. Walton                 0          0        24,267            16,000          $---0---         $---0---

Ronnie L. Spradling            0          0        50,933            16,000          $---0---         $---0---

Michael B. Perrine             0          0        49,665            17,000          $---0---         $---0---

<FN>

* Based on closing price of $2.20 on September 28, 2001.
</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  for  any  reason.  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 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,  then such individual
shall repay, upon demand, the unearned portion of the conditional payment.

     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.


                                       5

<PAGE>
Part III, Item 12.
------------------

         Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

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, 2001 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)                                                                      361,735           7.9%
E.D. Bohls(4)                                                                          330,176           7.2%
Robert C. Siddons(5)                                                                   312,868           6.9%
Ronnie L. Spradling(6)                                                                 253,576           5.6%
J.E. Simpson Family Partners, L.P. (7)                                                 204,000           4.5%
Michael B. Perrine(8)                                                                   57,732           1.3%
Zach McClendon, Jr.(9)                                                                  33,333             *
Stephen W. Gurasich(10)                                                                 33,333             *
Richard Birnbaum(11)                                                                    33,333             *
SAFECO Resource Series Trust (12)                                                      367,000           8.0%
Downtown Associates, L.L.C.(13)                                                        586,100          12.8%

         Downtown Associates I, L.P.
         Downtown Associates II, L.P.
         Downtown Associates III, L.P.
         Downtown Associates IV, L.P.
         Downtown Foundations, L.P.
         Ronald Juvonen


All executive officers and directors as a group (eight persons)(14)                  1,289,910          28.2%

<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,
     2001. The percentages are based upon 4,524,331  shares  outstanding  (which
     includes, as outstanding, shares which may be acquired upon the exercise of
     options  within 60 days following  December 31, 2001).  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.
(2)  Does not include options granted to Mark T. Walton, Ronnie L. Spradling and
     Michael B. Perrine to purchase  16,000;  16,000 and 17,000 shares of Common
     Stock,  respectively,  which  are not  exercisable  within  60  days  after
     December 31, 2001.
(3)  Includes  24,267 shares  subject to options  exercisable  within 60 days of
     December 31, 2001,  291,000

                                       6

<PAGE>

     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)  The address for E.D. Bohls, is P.O. Box 276, Austin, Texas 78767-0276.
(5)  Includes  20,002  shares  held by family  trusts  over  which  Mr.  Siddons
     exercises sole voting and investment control.
(6)  Includes  50,933 shares  subject to options  exercisable  within 60 days of
     December 31, 2001.
(7)  The address of J.E. Simpson Family Partners,  L.P. is Route 1, Box 136, San
     Saba, Texas 76877.  Sole voting and dispositive  power is held by Joseph E.
     Simpson, General Partner.
(8)  Includes  49,665 shares  subject to options  exercisable  within 60 days of
     December 31, 2001.
(9)  Includes  33,333 shares  subject to options  exercisable  within 60 days of
     December 31, 2001.
(10) Includes  25,333 shares  subject to options  exercisable  within 60 days of
     December 31, 2001.
(11) Includes  33,333 shares  subject to options  exercisable  within 60 days of
     December 31, 2001.
(12) The address of SAFECO  Resource  Series Trust is 10865  Willows  Road,  NE,
     Redmond, WA 98052. SAFECO Resource Trust is a registered investment company
     for which SAFECO Asset Management Company serves as an investment  advisor.
     SAFECO Corporation is the parent holding company of SAFECO Asset Management
     Company.  The  address  of SAFECO  Asset  Management  Company  is 601 Union
     Street, Suite 2500, Seattle, WA 98101. The address of SAFECO Corporation is
     SAFECO Plaza, Seattle, WA 98185.
(13) Downtown  Associates  I,  L.P.,  Downtown  Associates  II,  L.P.,  Downtown
     Associates   III,   L.P.,   Downtown   Associates  IV,  L.P.  and  Downtown
     Foundations,  L.P. are  collectively  referred to as the "Downtown  Funds".
     Sole voting power and dispositive  power of is held by Ronald  Juvonen,  as
     the Managing Member of Downtown Associates,  L.L.C., general partner of the
     Downtown Funds. The address of the Downtown Funds and Ronald Juvonen is 674
     Unionville Road, Suite 105, Kennett Square, Pennsylvania 19348.
(14) See Notes (3),(6), (8), (9), (10) and (11). Includes 216,864 shares subject
     to options exercisable within 60 days of December 31, 2001.

</FN>
</TABLE>


Part III, Item 13.
------------------

     Certain Relationships and Related Transactions
     ----------------------------------------------

Certain Relationships and Related Transactions

     SeaArk Boats, Inc. In fiscal year 2001, the Company purchased approximately
$3.6 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 the
amount of  purchases  from SeaArk  will  decrease in the fiscal year 2002 due to
SeaArk  discontinuing  the  manufacture  of  certain  types and  models of boats
previously purchased by the Company.

     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 allocate
franchise taxes.


                                       7

<PAGE>


     Certain  Borrowings.  E. D. Bohls, Jesse Cox, Robert D. Siddons,  Joseph E.
Simpson, Ronnie L. Spradling,  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 the earlier of the  refinancing  of such  indebtedness  or its
repayment.

     Compensation Committee Interlocks and Insider Participation

     The  Compensation  Committee  consists  of  Robert  C.  Siddons,  Steven W.
Gurusich,  Jr. and Zach  McClendon,  Jr.  Mr.  Robert C.  Siddons  served as the
President of the Company from 1979 through 1985. Mr. Zach  McClendon,  Jr. is an
indirect  majority owner and the Chairman of the Board of SeaArk Boats,  Inc. In
fiscal year 2001, the Company purchased approximately $3.6 million of boats from
SeaArk,  Inc. The Company  anticipates  that the amount of purchases from SeaArk
will  decrease  in  the  fiscal  year  2002  due  to  SeaArk  discontinuing  the
manufacture  of certain  types and models of boats  previously  purchased by the
Company.

     No member of the  current  Compensation  Committee  serves as an  executive
officer of the Company,  or as a director of any entity, an executive officer of
which serves on the Compensation Committee or as a director of the Company.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       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:  February 12, 2002                     By:  /s/ MARK T. WALTON
                                                 -------------------------------
                                                 Mark T. Walton
                                             Chairman of the Board and President

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       9

<PAGE>


                      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, 2001,  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        December 28, 2001
-------------------                    Director (Principal Executive Officer)
Mark T. Walton

 /S/ MICHAEL B. PERRINE                Chief Financial Officer, Secretary and      December 28, 2001
-----------------------                Treasurer (Principal Financial and
Michael B. Perrine                     Accounting Officer)

 /S/ RONNIE L. SPRADLING               Executive Vice President-New Store          December 28, 2001
------------------------               Development Director
Ronnie L. Spradling

 /S/ STEVEN W. GURASICH, JR            Director                                    December 28, 2001
---------------------------
Steven W. Gurasich, Jr.

 /s/ ZACH MCCLENDON, JR.               Director                                    December 28, 2001
------------------------
Zach McClendon, Jr.


 /S/ ROBERT C. SIDDONS                 Director                                    December 28, 2001
----------------------
Robert C. Siddons

 /S/ JOSEPH E. SIMPSON                 Director                                    December 28, 2001
----------------------
Joseph E. Simpson

 /S/ RICHARD BIRNBAUM                  Director                                    December 28, 2001
---------------------
Richard Birnbaum

</TABLE>


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