<PAGE>

                          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 (Fee Required)

                   For the Fiscal Year Ended September 30, 1998 

                 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
                             Indentification 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 preceeding 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 definitve 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 24, 1998, (based upon the last reported price of $19.75 per 
share) was approximately $56,779,631 on such date. 

	The number of shares of the issuer's Common Stock, par value $.01 per 
share, outstanding as of December 24, 1998 was 4,287,063 of which 
2,874,914 shares were held by non-affiliates. 

	Documents Incorporated by reference: Portions of Registrant's Proxy 
Statement relating to the 1999 Annual Meeting of Stockholders to be held 
in March 1999, have been incorporated by reference herein (Part III). 

<PAGE>

                   TRAVIS BOATS & MOTORS, INC. AND SUBSIDIARIES 

                              REPORT ON FORM 10-K 

                              TABLE OF CONTENTS
			
			
			
		          
                                                  

RISK FACTORS.....

                     PART I 
Item 1.   Business  
Item 2.   Properties
Item 3.   Legal Proceedings 
Item 4.   Submission of Matters to a Vote of Security Holders

  PART II

Item 5.   Market for Registrant's Common Stock and Related Shareholder Matters
Item 6.   Selected Financial Data 
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
Item 7.A  Quantative and Qualitative Disclosures About Market Risk
Item 8.   Financial Statements 
Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

  PART III

Item 10.  Directors and Executive Officers 
Item 11.  Executive Compensation 
Item 12.  Security Ownership of Certain Beneficial Owners and Management 
Item 13.  Certain Relationships and Related Transactions 

  PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
           Index to Consolidated Financial Statements


<PAGE>
                               Risk Factors


	This Report on Form 10-K contains forward-looking statements that 
involve risks and uncertainties. The Company's actual results could 
differ materially from those discussed herein. Factors that could cause 
or contribute to such differences include, but are not limited to, the 
factors set forth below, those discussed in ''Management's Discussion and 
Analysis of Financial Condition and Results of Operations'' and those 
discussed elsewhere in this Report on Form 10-K. 

	Impact of Seasonality and Weather on Operations.   The Company's 
business, as well as the entire recreational boating industry, is highly 
seasonal. Strong sales typically begin in January with the onset of the 
public boat and recreation shows, and continue through July. Over the 
previous five-year period, the average net sales for the quarterly 
periods ended March 31 and June 30 represented approximately 27% and 41%, 
respectively, of the Company's average annual net sales. If, for any 
reason, the Company's sales were to be substantially below those normally 
expected during these periods, the Company's business, financial 
condition and results of operations would be materially and adversely 
affected. The Company generally realizes significantly lower sales in the 
quarterly period ending December 31, resulting in operating losses during 
that quarter. 

	The Company's business is also significantly affected by weather 
patterns which may adversely impact the Company's operating results. For 
example, drought conditions or merely reduced rainfall levels, as well as 
excessive rain, may force area lakes to close or render boating dangerous 
or inconvenient, thereby curtailing customer demand for the Company's 
products. In addition, unseasonably cool weather and prolonged winter 
conditions may lead to a shorter selling season in certain locations. 
While, management believes that the Company's geographic expansion has 
reduced, and is expected to continue to reduce, the overall impact on the 
Company of adverse weather conditions in any one market area, such 
conditions will continue to represent potential, material adverse risks 
to the Company and its future financial performance. Due to the foregoing 
factors, among others, the Company's operating results in some future 
quarters may be below the expectations of stock market analysts and 
investors. In such event, there could be an immediate and significant 
adverse effect on the trading price of the Common Stock. See "Impact of 
Hurricanes and Tropical Storm Conditions" and "Management's Discussion 
and Analysis of Financial Condition and Results of Operations." 

	Impact of Hurricanes and Tropical Storm Conditions.  As the Company 
has expanded into various coastal location within the states of Florida, 
Mississippi and Louisiana it has become more vulnerable to the impact of 
hurricanes and tropical storms in the Atlantic Ocean and the Gulf of 
Mexico.  During certain Hurricane conditions, national, state or local 
authorities may require evacuations for public safety and the Company's 
property insurance carrier's also may require the Company to relocate 
inventory to a location expected to be out of the path of the oncoming 
dangerous weather conditions.  While management believes it carries 
adequate insurance coverages, road closures or substantial traffic 
congestion may limit the ability of the Company to relocate inventory to 
safer locations and ultimately effect the Company's ability to seek a 
full recovery of insurance proceeds for inventory damaged by rising water 
associated with a storm.  Retail sales may also be impacted as consumers 
may be unable to purchase property/casualty insurance on an intended 
boating purchase if a Hurricane or severe tropical storm is entering or 
inside the Gulf of Mexico or threatening the Atlantic coast since 
numerous insurance companies are unwilling or unable to place new 
insurance in these situations.    

	Impact of General Economic Conditions and Discretionary Consumer 
Spending.   The Company's operations are dependent upon a number of 
factors relating to or affecting consumer spending. The Company's 
operations may be adversely affected by unfavorable local, regional or 
national economic developments or uncertainties regarding future economic 
prospects that reduce consumer spending in the markets served by the 
Company's stores. Consumer spending on non-essential goods such as 
recreational boats can also be adversely affected due to declines in 
consumer confidence levels, even if prevailing economic conditions are 
positive. In an economic downturn, consumer discretionary spending levels 
are also reduced, often resulting in disproportionately large declines in 
the sale of high-dollar items such as recreational boats. 


For example, during the Company's 1988-1990 fiscal years, the Texas 
economy was severely depressed due to declines in the financial, oil and 
gas and real estate markets. While the Company remained profitable during 
these periods, its operating performance declined. There can be no 
assurance that a similar economic downturn might not recur in Texas or 
any other market or that the Company could remain profitable during any 
such period.  Similarly, rising interest rates could have a negative 
impact on consumers' ability or willingness to obtain financing from 
third-party lenders, which could also adversely affect the ability of the 
Company to sell its products. Changes in federal and state tax laws 
including, without limitation, the imposition or proposed adoption of 
luxury or similar taxes on certain consumer products, could also 
influence consumers' decisions to purchase products offered by the 
Company and could have a negative effect on the Company's sales. Local 
influences such as corporate downsizing, military base closings and the 
Mexican peso devaluation have adversely affected and may continue to 
influence the Company's operations in certain markets. 

	Dependence Upon Expansion.   A significant portion of the Company's 
growth has resulted from, and will continue to be increasingly dependent 
upon, the addition of new stores and continued sales and profitability 
from existing stores. Since October 1991, at which time the Company 
operated five stores in Texas, the Company has opened or acquired 19 new 
store locations in Texas (3), Arkansas (2), Louisiana (4), Alabama (2), 
Tennessee (3), Mississippi (1), Florida (2), Georgia (1) and Oklahoma 
(1).  During fiscal years 1998 and 1997, the stores added since October 
1991 have collectively accounted for approximately 78.3% and 71.0%, 
respectively, of the Company's aggregate net sales. Comparable store 
sales increased 6.6% and 5.7% in fiscal years 1998 and 1997, 
respectively. Recent rates of comparable store sales and net income 
growth are not necessarily indicative of the comparable store performance 
that may be achieved by the Company in the foreseeable future. See 
''Management's Discussion and Analysis of Financial Condition and Results 
of Operations.'' 

	The Company intends to continue to pursue a strategy of growth into 
new markets through acquiring existing boat retailers, converting 
compatible facilities to Travis Boating Centers and building new store 
facilities. Accomplishing these goals for expansion will depend upon a 
number of general factors, including the identification of new markets in 
which the Company can obtain approval to sell its existing or 
substantially similar product lines, the Company's financial 
capabilities, the hiring, training and retention of qualified personnel 
and the timely integration of new stores into existing operations. The 
acquisition strategy will further depend upon the Company's ability to 
locate suitable acquisition candidates at a reasonable cost and to 
dispose, timely and effectively, of the acquired entity's remaining 
inventory, as well as the ability of the Company to sell its Travis 
Edition product line to the customer base of the previous owner. There 
can be no assurance that the Company can identify suitable acquisition 
candidates or complete acquisitions on terms and conditions favorable to 
the Company. 

	The strategy of growth through conversion of compatible facilities to 
Travis Boating Centers or the construction of new Travis Boating Centers 
will further depend upon the Company's ability (i) to locate and 
construct suitable facilities at a reasonable cost in those new markets 
in which the Company believes it can obtain adequate market penetration 
at standard operating margins without the acquisition of an existing 
dealer, (ii) to obtain the reliable data necessary to determine the size 
and product preferences of such potential markets and (iii) to introduce 
successfully its Travis Edition line. There can be no assurance that the 
Company will be able to open and operate new stores on a timely or 
profitable basis. Moreover, the costs associated with opening such stores 
may adversely affect the Company's profitability. See ''Management's 
Discussion and Analysis of Financial Condition and Results of 
Operations.'' 

	Management of Growth.   The Company has undergone a period of rapid 
growth. Management has expended and expects to continue to expend 
significant time and effort in acquiring and opening new stores. There 
can be no assurance that the Company's systems, procedures and controls 
will be adequate to support the Company's expanding operations. The 
inability of the Company to manage its growth properly could have a 
material adverse effect on the Company's business, financial condition 
and results of operations. The Company's planned growth will also impose 
significant added responsibilities on members of senior management, 
including the need to identify, recruit and integrate new senior level 
managers, and the ability to maintain or expand Travis Edition's and 
Travis Boating Center's successful appeal to consumers. There is no 
assurance that any additions to management can be readily and 
successfully achieved or that the Company will be able to continue to 
grow its business.

	Management Information Systems.   In the time period inclusive of the 
1997 fiscal year through the third fiscal quarter of the 1998 fiscal 
year, the Company operated a single management information system ("MIS") 
to monitor and manage its geographically dispersed stores.    This MIS 
system operates off of separate, individual computer servers at each of 
the Company's store locations.   The Company's corporate management 
accesses and manages store level information by dialing telephone numbers 
that are directly linked into the individual store location computers.  
As part of the Company's continued centralization of its management, 
accounting and administrative functions, the Company has begun the 
implementation of a new computer system that is designed to allow 
corporate management immediate, direct access at all times to each of its 
store locations.  Thus, the telephone connections are actively maintained 
on a continuous basis.   The new MIS system is currently operational in 
seven (7) of the Company's 24 stores.  Following additional successful 
testing and training, the Company plans to continue to install the new 
MIS system in approximately eight (8) additional existing store locations 
and in substantially each of the new store locations it acquires during 
fiscal 1999.  There can be no assurance that the new MIS system will 
function as planned or that the system can be integrated smoothly or cost 
effectively in the Company's exising or acquired store locations.   See - 
"Management's Discussion and Analysis of Financial Condition and Results 
of Operations -  Year 2000 Issues".

	Reliance on Manufacturers and Other Key Vendors.   The Company's 
success is dependent upon its relationship with, and favorable pricing 
arrangements from, a limited number of major manufacturers. In the event 
these arrangements were to change or terminate for any reason, including 
changes in competitive, regulatory or marketing practices, the Company's 
business, financial condition and results of operations could be 
adversely affected.   See - Management's Discussion and Analysis - 
"Disclosure of YEAR 2000 Issues and Consequences".

	As is typical in the industry, the Company deals with each of its 
manufacturers pursuant to an annually renewable, non-exclusive, dealer 
agreement that does not contain any contractual provisions concerning 
product pricing or required purchasing levels. Pricing is generally 
established on a model year basis, but is subject to change at the 
manufacturer's sole discretion. 

	The Company purchased approximately 100% of its new outboard motors 
for use on its Travis Edition lines of recreational boats in fiscal years 
1998 and 1997, respectively, from Outboard Marine Corporation (''OMC''), 
the manufacturer of Johnson and Evinrude outboard motors. Unlike the 
Company's other dealer agreements, the Company's agreement with OMC is 
multi-year in nature. The current agreement, which is in the first of 
three years, sets forth an established discount level from the then 
prevailing dealer net price over the entire term of the agreement. This 
dealer agreement may be canceled by either party if the volume of product 
purchased or available to be purchased is not maintained at pre-
established levels. If the Company's contract with OMC were canceled or 
modified, it could have a material adverse effect on the Company's 
business, financial condition and results of operations. 

	The Company has recently taken actions to reduce its reliance on OMC.   
In October of 1998, the Company entered into a Letter of Intent Agreement 
(the "LOI") with Mercury Marine, a subsidiary of Brunswick Corporation  
(NYSE:BC), to become an authorized retailer of Mercury and related 
outboard motors.  The LOI sets forth the general terms and conditions for 
outboard motor purchases over a three (3) year period.   Currently, the 
Company and Mercury Marine are negotiating the terms and conditions of a 
definitive agreement that will supplement and replace the LOI.  If the 
Company's LOI with Mercury Marine were canceled or modified, or if a 
definitive agreement can not be reached, it could have a material adverse 
effect on the Company's business, financial condition and results of 
operations. 

        Approximately 17.7% and 34.3% of the Company's net inventory purchases
in fiscal years 1998 and 1997, respectively, were from boat manufacturing 
companies owned by Genmar Holdings, Inc. The Company also currently 
purchases a high percentage of the annual production of a limited number 
of additional boat manufacturers. To ensure adequate inventory levels to 
support the Company's expansion, it may be necessary for such 
manufacturers to increase production levels or allocate a greater 
percentage of their production to the Company. In the event that the 
operations of the Company's manufacturers were interrupted or 
discontinued, the Company could experience temporary inventory 
shortfalls, or disruptions or delays with respect to any unfilled 
purchase orders then outstanding. Although the Company believes that 
adequate alternate sources would be available that could replace a 
manufacturer as a product resource, there can be no assurance that such 
alternate sources will be available at the time of any such interruption 
or that alternative products will be available at comparable quality and 
prices. The unanticipated failure of any manufacturer or supplier to meet 
the Company's requirements with regard to volume or design 
specifications, the Company's inability to locate acceptable alternative 
manufacturers or suppliers, the Company's failure to have dealer 
agreements renewed or to meet certain volume requirements with regard to 
purchasing, or any substantial increase in the manufacturer's pricing to 
the Company, could have a material adverse effect on the Company's 
business, financial condition and results of operations. 

	Limitations to Market Entry.   Under most of its dealer agreements, 
the Company must obtain permission from its manufacturers to sell 
products in new markets. While the Company has received permission to 
sell (i) outboard motors manufactured by OMC or Brunswick, and (ii) 
various boat lines in its immediate expansion markets, manufacturers have 
not granted such permission to the Company in each of its broader target 
markets. While the Company believes it ultimately can sell products of 
exisiting or other manufacturers in new markets, there can be no 
assurance that all of the Company's current manufacturers will grant 
permission for the Company to sell in new markets, or if unable to obtain 
such permission, that the Company can obtain suitable alternative sources 
of supply. 

	Unlike other states the Company has targeted for expansion, the State 
of Oklahoma has restrictions on the location of competing marine dealers 
that limit the ability of new entrants in the retail boat industry to 
compete in Oklahoma. The Oklahoma laws prohibit marine dealers from 
stocking similar brands of inventory within certain geographical 
boundaries of other marine dealers stocking the same product.  There can 
be no assurance that other states will not pass similar or other 
restrictions limiting new competition. 

        Income from Financing, Insurance and Extended Service Contracts. A 
substantial portion of the Company's income results from the origination 
and placement of customer financing and the sale of insurance products 
and extended service contracts (collectively, ''F&I Products'').  The 
most significant component of the F&I income is the income resulting from 
the Company's origination of customer financing.  To assist customers 
that desire to finance their boating purchases, the Company has made 
arrangements with numerous financial institutions for these financial 
institutions to offer competitive financing plans.  For each loan that 
the financial institutions are able to fund as a result of the Company 
referring the customer, the financial institution pays a fee to the 
Company.  The fee amount is generally based on the loan amount and its 
term.  
	
	During fiscal years 1998 and 1997, respectively, F&I Products 
accounted for approximately 5.4% and 4.4% of net sales and approximately 
20.3% and 16.7% of gross profit.  The Company's lenders may choose to 
pursue this business directly, rather than making payment to the Company 
for referring customers.  Moreover, lenders may reduce the fees paid to 
the Company or impose other terms in their boat financing arrangements 
with the Company that may be materially unfavorable to the Company or its 
customers. For these and other reasons, the Company could experience a 
significant reduction in income resulting from reduced demand for its 
customer financing programs. In addition, if profit margins are reduced 
on sales of F&I Products, or if these products are no longer available, 
it would have a material adverse effect on the Company's business, 
financial condition and results of operations. 
	
	The Company sells optional extended service contracts providing for 
extended warranty coverages on the customer's boating purchase.  Claims 
resulting under these extended service contracts are the responsibility 
of the various third party providers that offer warranty plans sold by 
the Company.  As is typical with insurance risk, the third party 
providers have further obtained insurance additional coverage to reinsure 
their warranty exposure and protect against losses on warranty claims 
that it would potentially be unable to pay.  While, the Company has never 
experienced any claims due to the default of a third party extended 
service contract provider, the Company may experience significant breach 
of warranty claims as a result of the failure of a third party extended 
service contract provider or reinsurers to pay warranty claims that may, 
in the aggregate, be material to the Company's business. 

	Availability of Financing.   The Company typically borrows money from 
financial institutions to support working capital necessary  to stock 
inventory levels at its various store locations.  To provide for these 
borrowing needs, the Company has arranged significant floor plan and 
other inventory lines of credit from financial institutions and other 
lenders.  The Company believes that its terms of borrowing reflect 
competitive terms and market conditions. While the Company believes it 
will continue to obtain comparable financing from these or other lenders, 
there can be no assurance that such financing will be available to the 
Company. The failure to obtain sufficient financing on favorable terms 
and conditions could have a material adverse effect on the business, 
financial condition and results of operations of the Company. See 
''Management's Discussion and Analysis of Financial Condition and Results 
of Operations-Liquidity and Capital Resources.'' 

	Dependence on Key Personnel.   The Company believes its success 
depends, in large part, upon the continued services of key management 
personnel, including Mark T. Walton, Chairman of the Board and President; 
Ronnie L. Spradling, Executive Vice President-New Store Development; and 
Michael B. Perrine, Chief Financial Officer, Secretary and Treasurer; and 
other key employees. Although the Company has employment agreements 
through TBC Management, Ltd. (an affiliated partnership of the Company) 
with each of Messrs. Walton, Spradling and Perrine expiring in June 1999, 
the loss of any of these individuals could materially and adversely 
affect the Company, including its business expansion plans. The Company 
maintains and is the beneficiary of key-man life insurance policies on 
Messrs. Walton and Perrine in the amount of $1.0 million each, and on Mr. 
Spradling in the amount of $500,000. 

	Product and Service Liability Risks.   Products sold or serviced by 
the Company may expose it to potential liability for personal injury or 
property damage claims relating to the use of those products or the 
Company's failure to properly repair or service such items. Additionally, 
as a result of the Company's activities in custom packaging its Travis 
Edition lines, the Company may be included as a defendant in product 
liability claims relating to defects in manufacture or design. 
Historically, the resolution of product liability claims has not 
materially affected the Company's business. The Company generally 
requires manufacturers from which it purchases products to supply proof 
of product liability insurance. Although the Company maintains third-
party product liability insurance that it believes to be adequate, there 
can be no assurance that the Company will not experience legal claims in 
excess of its insurance coverage, or claims that are ultimately not 
covered by insurance. Furthermore, if any significant claims are made 
against the Company, the Company's business, financial condition and 
results of operations may be adversely affected by related negative 
publicity. 

	Volatility of Stock Price.   Prior to the Company's initial public 
offering in June 1996, there was no public trading market for the 
Company's Common Stock. There can be no assurance of an ongoing active 
trading market or that the market price of the Common Stock will not 
decline. It is anticipated that there will be limited float in the market 
due to the relatively low number of shares owned by the public and 
consequently, fluctuations in the market price for the Common Stock could 
be significant. 

	Volatility of Stock Price (Continued).  Recent market conditions for 
companies with a relatively low number of shares owned by the public , as 
well as the Company's quarterly variations in operating results due to 
seasonality and other factors, are likely to result in significant 
fluctuations in the market price for the Common Stock. Future 
announcements concerning the Company or its competitors, including 
government regulations, litigation or changes in earnings estimates or 
descriptive materials published by analysts, may also cause the market 
price of the Common Stock to fluctuate substantially. These fluctuations, 
as well as general economic, political and market conditions, such as 
recessions, may adversely affect the market price of the Common Stock. 
See ''Management's Discussion and Analysis of Financial Condition and 
Results of Operations.'' 

	Shares Eligible for Future Sale.   Sales of substantial amounts of the 
Company's Common Stock in the public market, or the perception that such 
sales may occur, could have a material adverse effect on the market price 
of the Common Stock. As of December 24, 1998, the Company, its officers 
and directors and certain stockholders, beneficially own or control 
voting rights, in the aggregate, on approximately 1,487,130 shares 
(including vested options) of Common Stock. No prediction can be made as 
to the effect, if any, that future sales of shares, or the availability 
of shares for future sale, will have on the market price of the Common 
Stock prevailing from time to time. 

	Anti-takeover Effect of Articles and Bylaw Provisions.   The Company's 
Articles of Incorporation provide that up to 1,000,000 shares of 
preferred stock may be issued by the Company from time to time in one or 
more series. The Board of Directors is authorized to determine the 
rights, preferences, privileges and restrictions granted to and imposed 
upon any unissued series of preferred stock and to fix the number of 
shares of any series of preferred stock and the designation of any such 
series, without any vote or action by the Company's stockholders. The 
Board of Directors may authorize and issue preferred stock with voting or 
conversion rights that could adversely affect the voting power or other 
rights of the holders of Common Stock. In addition, the issuance of 
preferred stock could have the effect of delaying, deferring or 
preventing a change in control of the Company. The Company's Articles of 
Incorporation also allow the Board of Directors to fix the number of 
directors in the Bylaws with no minimum or maximum number of directors 
required. The Company's Bylaws currently provide that the Board of 
Directors shall be divided into three classes of two or three directors 
each, with each class elected for three-year terms expiring in successive 
years. The effect of these provisions may be to delay or prevent a tender 
offer or takeover attempt that a stockholder might consider to be in the 
stockholder's best interest, including attempts that might result in a 
premium over the market price for the shares held by the stockholders. 

                                  PART I 

	Other than statements of historical fact, all statements contained in 
this Report on Form 10-K, including statements in ''Item 1. Business'', 
and ''Management's Discussion and Analysis of Financial Condition and 
Results of Operations'', are forward-looking statements as that term is 
defined in Section 21E of the Exchange Act that involve a number of 
uncertainties.  The actual results of the future events described in the 
forward-looking statements in this Report on Form 10-K could differ 
materially from those stated in such forward-looking statements.   Among 
the factors that could cause actual results to differ  materially are: 
general economic conditions, competition and government regulations, as 
well as the risks and uncertainties discussed in this Report on Form 10-
K, including without limitation, the matters discussed in ''Risk 
Factors'' and the uncertainties set forth from time to time in the 
Company's other public reports, filings and public statements.  All 
forward-looking statements in this Report on Form 10-K are expressly 
qualified in their entirety by the cautionary statements in this 
paragraph. 


Item 1.   Business 

   General 

        Travis Boats & Motors, Inc. (''Travis Boats'' or the ''Company'') is a
leading multi-state superstore retailer of recreational boats, motors, 
trailers and related marine accessories in the southern United States. 
The Company, which currently operates 24 stores under the name Travis 
Boating Center in Texas, Arkansas, Louisiana, Alabama, Tennessee, 
Mississippi, Florida, Georgia and Oklahoma seeks to differentiate itself 
from competitors by providing customers a unique superstore shopping 
experience that showcases a broad selection of high quality boats, 
motors, trailers and related marine accessories at firm, clearly posted 
low prices. Each superstore also offers complete customer service and 
support, including in-house financing programs and full-service repair 
facilities staffed by factory-trained mechanics. 


	History 

	Travis Boats was incorporated as a Texas corporation in 1979. As used 
herein and unless otherwise required by the context, the terms ''Travis 
Boats'' and the ''Company'' shall mean Travis Boats & Motors, Inc. and 
its direct and indirect subsidiaries. 

	Since its founding as a single retail store in Austin, Texas, the 
Company has grown both through acquisitions and the establishment of new 
store locations. During the 1980's, the Company expanded into San 
Antonio, Texas with the construction of a new store facility. The Company 
subsequently made acquisitions of boat retailers operating within the 
Texas markets of Midland, Dallas and Abilene. It was during this initial 
period of expansion that the Company began developing the systems 
necessary to manage a multi-store operation and leveraging the economies 
of scale associated with volume purchasing. The Company's success in 
these areas led to the proprietary Travis Edition packaging concept and 
the Company's pricing philosophy. Since 1990, Travis Boats has opened or 
acquired 19 additional store locations in the following states: Texas 
(3), Arkansas (2), Louisiana (4), Alabama (2), Tennessee (3), Mississippi 
(1), Florida (2), Georgia (1) and Oklahoma (1) 

<PAGE>

	Included in the new store acquisitions are the following transactions:  


<TABLE>
<CAPTION>


                                                    Non-compete                      
                   Date of    Purchase   Tangible    Agreements     Cash     Liabilities     Notes      Stock
Name of Company  Acquisition   Price    Net Assets  and Goodwill    Paid       Assumed       Issued     Issued
---------------  -----------  --------  ----------  ------------  --------   -----------   --------    -------
                                     (In Thousands)
<S>              <C>          <C>       <C>         <C>           <C>        <C>           <C>         <C>
Fiscal 1998
-----------

Southeastern       11/97      $  1,730  $    1,390  $        280  $  1,606   $         -   $    124   $     -
Marine

Worthen Marine     12/97           287         142           145       287             -          -         -

HnR Marine         04/98           359         359             -       359             -          -         -

Moore's Marine     05/98           777         376           401       777             -          -         -

Rodgers Marine     09/98         2,443       2,093           350       327         1,766          -       350


Fiscal 1997
-----------

North Alabama 
Watersports        10/96           892         687           205       812             -         80         -

Tri-Lakes Marine   11/96         3,180       1,892           644       643         1,937        600         -

Bent's Marine      02/97         1,519         840           679     1,064             -        455         -

McLeod Marine      08/97           958         730           228       958             -          -         -

Adventure Marine   09/97         8,226       5,536         2,690     1,430         5,203        115     1,478


Fiscal 1996
-----------

Red River Marine   09/95         2,955       1,905         1,050       917           438      1,600         -

Clays Boats &
Motors             12/95           329         241            88       263             -         66         -

</TABLE>

	The Company sells approximately 75 different Travis Edition models of 
brand-name fishing, water-skiing and general recreational boats, along 
with motors, trailers, accessories and related equipment. Personal 
watercraft, off-shore fishing boats and cabin cruisers are also offered 
for sale at selected store locations. During fiscal 1998, substantially 
all of the boat units sold range in size from 16 to 25 feet at prices 
ranging from $7,500 to $25,000. Approximately 1.7% of new boat sales are 
personal watercraft with retail prices generally ranging from $5,000 to 
$10,000 and approximately 6.7% of new boat sales are off-shore fishing 
boats and cruisers with lengths of 27 feet or greater and ranging in 
retail price from $50,000 to $300,000.  The Company's retail pricing 
structure seeks to maintain a consistent gross profit percentage for each 
of it Travis Edition models (see Business Strategy - Travis Edition 
concept).  

	The Company custom designs and pre-packages combinations of popular 
brand-name boats, such as Larson, Sprint, Pro-Line and Sea Ark boats with 
outboard motors generally manufactured by Outboard Marine Corporation or 
Brunswick, along with trailers and numerous accessories, under its 
proprietary Travis Edition product line. These signature Travis Edition 
packages, which account for the vast majority of total new boat sales, 
have been designed and developed in coordination with the manufacturers 
and often include distinguishing features and accessories that have 
historically been unavailable to, or listed as optional by, many 
competitors. These factors enable the Company to provide the customer 
with an exceptional product that is conveniently packaged for immediate 
enjoyment and competitively priced. 

	The Company believes that it offers a selection of boat, motor and 
trailer packages that fall within the price range of the majority of all 
boats, motors and trailers sold in the United States. The Company's 
product line generally consists of boat packages priced from $7,500-
$25,000 with approximate even distribution within this price range.  
While the Company's sales have historically been concentrated on boats 
with retail sales prices below $25,000, the Company in limited market 
areas and quantities does sell boats that have retail sales prices in 
excess of $200,000.   Additionally, as the Company continues to operate 
in Florida and enters other coastal type markets along the Gulf of Mexico 
or coastal areas, management believes that the distribution of off-shore 
fishing boats and cabin cruisers will continue to increase as a 
percentage of net sales.  Management believes that by combining flexible 
financing arrangements with an even distribution of products through a 
broad price range, the Company is able to offer boat packages to 
customers with different purchasing budgets and varying income levels. 

<PAGE>
        Business Strategy

	The Company has developed a multi-state, chain superstore 
merchandising strategy in the recreational boating business. The 
Company's objective is to continue to grow as one of the dominant 
retailers of recreational boats, motors, trailers and marine accessories 
in the southern United States. As such the Company's strategy is to 
increase its store location count in the southern United States while 
also maintaining a focus on possible expansion into other regions. 
Management's merchandising strategy is based on providing customers with 
a comprehensive selection of quality, brand name boats and boating 
products in a comfortable superstore environment. The Company intends to 
continue to build brand identity by placing the Travis Edition name on 
complete boating packages. Travis Boats has developed and implemented a 
business strategy designed to increase its market penetration within both 
existing and new market areas through a variety of advertising and 
promotional events. The Company intends to emphasize the following key 
elements of its business strategy: 

	Travis Boating Center superstore.   Travis Boating Center superstores 
have a distinctive and stylish trade dress accented with deep blue 
awnings, a nautical neon building decoration, expansive glass storefronts 
and brightly lit interiors. The stores range in size from approximately 
2,000 (temporary store locations) to over 33,000 square feet and 
management estimates the average store size at approximately 21,000 
square feet. The superstore locations present customers with a broad 
array of boats and often over 9,000 parts and accessories in a clean, 
well-stocked, air-conditioned shopping environment. All boats are 
typically displayed fully rigged with motor, trailer and a complete 
accessory package, giving a ''ready to take home'' impression. 
Professionally-trained mechanics operate service bays, providing 
customers with quality and reliable maintenance and repair service. 

	Travis Edition concept.   The Company uses extensive market research, 
combined with the design resources of its manufacturers, to develop 
custom Travis Edition boating packages. The Company's significant 
purchasing power and consequent ability to coordinate designs with 
manufacturers have enabled the Company to obtain products directly from 
the factory at the lowest prices, with favorable delivery schedules and 
with distinguishing features and accessories that have historically been 
unavailable to, or listed as optional by, many competitors. The Company 
can also add certain additional features after receipt of the product to 
enhance the Company's Travis Edition packages. Each Travis Edition is a 
complete, full-feature package, including the boat, motor, trailer and 
numerous additional accessories and design features often not found on 
competitors' products, thus providing customers with superior value. 
These features often include enhanced styling such as additional exterior 
colors, complete instrumentation in dashboards, transoms warrantied for 
life, canopy tops, trolling motors, upgraded interiors with stereos, wood 
grain dashboards, in-dash depth finders, stainless steel motor propellers 
and enhanced hull design not available on other models. In addition, 
Travis Edition boats are identified by the Company's attractive private 
label logo as well as the respective manufacturer's logo. 

	Unlike most recreational boat dealers, the Company establishes firm 
prices on its Travis Edition packages and generally maintains such prices 
for an entire season. Prices are advertised and clearly posted so that 
the customer receives the same price at any Travis Boating Center. The 
Company's selling philosophy eliminates customer anxiety associated with 
bargaining or negotiation and results in a price at or below prices 
generally available from competitors. The Company believes this pricing 
strategy and low-pressure sales style provide the customer with the 
comfort and confidence of having received a better boat with more 
features at a lower price. In the Company's view, this approach has 
promoted good customer relationships and enhanced the Company's 
reputation in the industry as a leading provider of quality and value. 

	Boat Show Participation.   The Company also participates in boat 
shows, typically held in January through March, in each of its markets 
and in certain markets of close proximity. These shows are normally held 
at convention centers, with all area dealers purchasing space to display 
their respective product offerings. Boat shows and other offsite 
promotions generate a significant amount of interest in products and 
often have an immediate impact on sales at a nominal incremental cost. 
Although total boat show sales are difficult to assess, management 
attributes a significant portion of the second fiscal quarter's net sales 
to such shows. 

	F&I Products.   In the Company's efforts to maintain customer service 
and support for customers purchasing its Travis Edition boat packages it 
also offers customers the ability to purchase extended service contracts 
and insurance coverages, including credit life and accident/disability 
coverages (collectively ''F&I Products''). The Company also offers to 
assist the customer in obtaining  financing for their boat purchase 
through a diversified group of financial institutions with which the 
Company maintains financing agreements. The Company earns commissions on 
these F&I Products based upon the Company's mark-up over the cost of the 
products. F&I Products account for a substantial portion of the Company's 
income, the most significant component of which is the income resulting 
from the Company's origination of customer financing. 

   Operations 

	Purchasing.   The Company is the largest volume buyer in the United 
States of Johnson outboard motors from Outboard Marine Corporation 
(''OMC'') and is the largest domestic volume buyer of boats from 
substantially all of the boat manufacturers it represents. As a result, 
the Company has significant access to the manufacturers and substantial 
input into the design process for the new boats that are introduced to 
the market each year by such manufacturers. In addition, the Company has 
designed and developed, in coordination with its manufacturers, signature 
Travis Edition boating packages which account for the vast majority of 
its total new boat sales. The Company's purchasing power allows it to 
purchase boats that are pre-rigged for the Company's Travis Edition 
lines. Approximately 18% and 34% of the Company's net purchases in fiscal 
years 1998 and 1997, respectively, were from Genmar Industries which 
manufactures the Larson, AquaSport and (formerly) the Cajun boat lines.

	The Company typically deals with each of its manufacturers pursuant to 
an annually renewable, non-exclusive dealer agreement which does not 
contain any contractual provisions concerning product pricing or 
purchasing levels. Pricing is generally established on an annual basis, 
but may be changed at the manufacturer's sole discretion. The Company's 
agreement with OMC, unlike its other dealer agreements, is multi-year in 
nature. The current agreement, which is in the first of three years, sets 
forth an established discount level from the then prevailing OMC dealer 
net price over the entire term of the agreement. This dealer agreement 
may be canceled by either party if volume of product purchased or 
available to be purchased is not maintained at pre-established levels. 
OMC supplied products that represented approximately $32.4 million, or 
36.3% and $17.7 million, or 42.1%, of the Company's net purchases during 
fiscal years 1998 and 1997, respectively. 

	Pursuant to its arrangements with certain manufacturers, the Company's 
right to display some product lines in certain markets may be restricted. 

	Floor plan and other inventory financing.   The Company acquires a 
substantial portion of its inventory through floor plan financing 
agreements. Inventory is generally purchased under floor plan lines of 
credit (secured by such inventory) maintained with third party finance 
companies or under revolving lines of credit maintained with commercial 
banks, depending upon the type of product purchased. The finance 
companies maintain relationships with certain manufacturers that allow 
the Company to obtain several months of interest-free financing, 
generally from August of one year through at least May of the following 
year. Management believes that these financing arrangements are standard 
within the industry. As of September 30, 1998, the Company and its 
subsidiaries owed an aggregate of approximately $25.1 million pursuant to 
the floor plan and revolving lines of credit.

	Competition.    The Company operates in a highly competitive 
environment. In addition to facing competition generally from businesses 
seeking to attract discretionary spending dollars, the recreational boat 
industry itself is highly fragmented, resulting in intense competition 
for customers, access to quality products, access to boat show space in 
new markets and suitable store locations. The Company relies heavily on 
boat shows to generate sales. If the Company is impeded in its ability to 
participate in boat shows in its existing or targeted markets, it could 
have a material adverse effect on the Company's business, financial 
condition and results of operations. 

	The Company competes primarily with single location or single state 
boat dealers and, to a lesser degree, with national specialty marine 
stores, catalog retailers, sporting goods stores and mass merchants, 
particularly with respect to parts and accessories.   Dealer competition, 
which includes one other publicly traded multi-state retailer of 
recreational boats, continues to increase based on the quality of 
available products, the price and value of the products and attention to 
customer service. There is significant competition both within markets 
currently being served by the Company and in new markets into which the 
Company plans to enter. While the Company generally competes in each of 
its markets with retailers of brands of boats not sold by the Company in 
that market, it is common for other competitive retailers to sell the 
same brands of outboard motors.  Management believes that a trend in the 
industry is for independent dealers to attempt to form alliances or 
buyer's groups; for manufacturers to include more features as standard 
equipment on boats and consequently, for competitive dealers to offer 
packages comparable to those offered by the Company as its Travis Edition 
lines. In addition, several of the Company's competitors, especially 
those selling boating accessories, are large national or regional chains 
that may have substantially greater financial, marketing and other 
resources than the Company. There can be no assurance that the Company 
will be able to compete successfully in the retail marine industry in the 
future. 

	Impact of Environmental and Other Regulatory Issues.   On October 31, 
1994, the U.S. Environmental Protection Agency (''EPA'') announced 
proposed emissions regulations for outboard marine motors. The proposed 
regulations would require a 75% average reduction in hydrocarbon 
emissions for outboard motors and set standards for carbon monoxide and 
nitrogen oxide emissions as well. Under the proposed regulations, 
manufacturers began phasing in low emission models in 1998 and have nine 
years to achieve full compliance.  In The Company's primary outboard 
motor suppliers, Outboard Marine Corporation ("OMC") and Mercury Marine 
each have begun the phase-in process for the new EPA compliant outboard 
motors.   However, in fiscal 1998, the Company purchased minimal 
quantities of the new EPA compliant outboard motors as a result of a lack 
of supply of the new product since the manufacturer's are in the initial 
stages of the new product's release.  The Company's boat models sold with 
the new EPA compliant outboards in fiscal 1998 generally were priced 
approximately $1,000 higher than those with traditional outboard motors.  
Management anticipates retail prices to generally be from $500 to $1,500 
higher for the new EPA compliant outboards depending on the motor's 
horsepower.  Management, based upon discussions with OMC and Mercury 
Marine believe that the higher retail costs will be offset by enhanced 
fuel efficiency and acceleration speed, as well as reduced maintenance 
costs of the new EPA compliant outboard.  Costs of comparable new models, 
if materially more expensive than previous models, or the manufacturer's 
inability to deliver responsive, fuel efficient outboard motors that 
comply with EPA requirements, could have a material adverse effect on the 
Company's business, financial condition and results of operations. 

	The Company, in the ordinary course of its business, is required to 
dispose of certain waste products that are regulated by state or federal 
agencies. These products include waste motor oil, tires, batteries and 
certain paints. It is the Company's policy to use appropriately licensed 
waste disposal firms to handle this refuse. If there were improper 
disposal of these products, it could result in potential liability for 
the Company. Although the Company does not own or operate any underground 
petroleum storage tanks, it currently maintains several above-ground 
tanks, which are subject to registration, testing and governmental 
regulation. 

	Additionally, certain states have required or are considering 
requiring a license in order to operate a recreational boat or personal 
watercraft. While such licensing requirements are not expected to be 
unduly restrictive, regulations may discourage potential first-time 
buyers, thereby limiting future sales, which could have a material 
adverse effect on the Company's business, financial condition and results 
of operations. 
	
	Trademarks and service marks.   The Company does not hold any 
registered trade or service marks at this time but has trademark 
applications pending with the U.S. Patent and Trademark Office for the 
names ''Travis Boating Center'' and ''Travis Edition,'' for its corporate 
logo and for the overall appearance and trade dress of its Travis Boating 
Centers. There can be no assurance that any of these applications will be 
granted. However, based on a number of years of use, the Company believes 
it has common law rights to these marks at least in its current market 
areas.  

	Employees.   As of September 30, 1998, the Company's staff consisted 
of 503 employees, 478 of whom are full time. The full-time employees 
include 24 in store level management and 35 in corporate administration 
and management. The Company is not a party to any collective bargaining 
agreements and is not aware of any efforts to unionize its employees. The 
Company considers its relations with its employees to be good. 

The Company has made various acquisitions during the three year period 
ended September 30, 1998. All of the acquisitions were asset purchases 
(except for Adventure Marine, which was a stock purchase) and have been 
accounted for using the purchase method of accounting. The operating 
results of the companies acquired have been included in the consolidated 
financial statements from the respective date of acquisition. The assets 
acquired generally include boat, motor and trailer inventory, parts and 
accessories inventory and to a lesser extent, property, plant and 
equipment. A summary of the Company's significant acquisitions follows:





<TABLE>
<CAPTION>


                                                    Non-compete                      
                   Date of    Purchase   Tangible    Agreements     Cash     Liabilities     Notes      Stock
Name of Company  Acquisition   Price    Net Assets  and Goodwill    Paid       Assumed       Issued     Issued
---------------  -----------  --------  ----------  ------------  --------   -----------   --------    -------
                                     (In Thousands)

<S>              <C>          <C>       <C>         <C>           <C>        <C>           <C>         <C>
Fiscal 1998
-----------

Southeastern       11/97      $  1,730  $    1,390  $        280  $  1,606   $         -   $    124   $     -
Marine

Worthen Marine     12/97           287         142           145       287             -          -         -

HnR Marine         04/98           359         359             -       359             -          -         -

Moore's Marine     05/98           777         376           401       777             -          -         -

Rodgers Marine     09/98         2,443       2,093           350       327         1,766          -       350


Fiscal 1997
-----------

North Alabama 
Watersports        10/96           892         687           205       812             -         80         -

Tri-Lakes Marine   11/96         3,180       1,892           644       643         1,937        600         -

Bent's Marine      02/97         1,519         840           679     1,064             -        455         -

McLeod Marine      08/97           958         730           228       958             -          -         -

Adventure Marine   09/97         8,226       5,536         2,690     1,430         5,203        115     1,478


Fiscal 1996
-----------

Red River Marine   09/95         2,955       1,905         1,050       917           438      1,600         -

Clays Boats &
Motors             12/95           329         241            88       263             -         66         -

</TABLE>

Item 2.   Properties 

	The Company leases its corporate offices which are located at 5000 
Plaza on the Lake, Suite 250, Austin, Texas. The Company also owns and 
operates Travis Boating Center locations in Abilene, Austin, Beaumont, 
Dallas, Midland and San Antonio, Texas; Baton Rouge and Bossier City,  
Louisiana; Hot Springs, Arkansas;  Pascagoula, Mississippi and Gwinnett 
County (Buford), Georgia (currently under construction).   The remaining 
facilities are leased under leases with original lease terms generally 
ranging from five to ten years with additional multi-year renewal 
options.  The Company typically pays a fixed rent and in substantially 
all of the leased locations the Company is responsible for the payment of 
taxes, insurance, repairs and maintenance. 


	The chart below reflects the status and approximate size of the 
various Travis Boating Center locations operated as of December  24, 
1998. 

                                                   Owned      Year of
Location            Square Footage*   Acreage*   or Leased   Market Entry
------------------  ---------------   --------   ---------   ------------
Austin, Texas(1)        20,000          3.5        Owned         1979
San Antonio,
  Texas(1)(3)           15,500          1.9        Owned         1982
Midland, Texas(1)       18,750          3.8        Owned         1982
Dallas, Texas(1)        20,000          4.2        Owned         1983
Abilene, Texas(2)       24,250          3.7        Owned         1989
Houston, Texas(2)       15,100          3.0       Leased         1991
Baton Rouge, 
Louisiana(2)            33,200          7.5        Owned         1992
Beaumont, Texas(2)      25,500          6.5        Owned         1994
Arlington, Texas(2)     31,000          6.0       Leased         1995
Heber Springs,
Arkansas(2)             26,000          9.0       Leased         1995
Hot Springs, 
Arkansas(2)             20,510          3.0        Owned         1995
New Iberia,
Louisiana(4)            24,000          3.3       Leased         1995
Florence, Alabama(2)    22,500          6.0       Leased         1996
Huntsville, Alabama(3)   2,000          3.0       Leased         1996
Winchester,
Tennessee(2)            28,000          3.5       Leased         1996
Metairie, Louisiana(2)  30,000          3.5       Leased         1997
Pascagoula, 
Mississippi(2)          28,000          4.1        Owned         1997
Key Largo, Florida(3)    3,000          1.4       Leased         1997
Ft. Walton Beach 
Fl. - Sales(4)           7,000          2.9       Leased         1997
Ft. Walton Beach 
Fl.- Service(4)          7,500          2.0       Leased         1997
Hendersonville, 
Tennessee(2)            31,320          3.6       Leased         1997
Roswell, Georgia (3)     2,000          2.0       Leased         1997
Gwinnett County, 
Georgia (5)                N/A          5.0        Owned         1998
Claremore,
Oklahoma (4)            15,000          2.0        Owned         1998
Bossier City, 
Louisiana (2)           30,000          8.6        Owned         1998
Knoxville,
Tennessee (3)            5,000          2.0       Leased         1998
  * Square footage and acreage are approximate. 

(1) Newly constructed store. 
(2) Facility acquired/leased and converted to superstore. 
(3) Temporary facility. To be relocated. 
(4) Acquired/leased facility
(5) Raw land. Superstore under construction. 


Item 3.   Legal Proceedings 

	The Company is not a party to any material legal proceedings. The 
Company is, however, involved in various legal proceedings arising out of 
its operations in the ordinary course of business. The Company believes 
that the outcome of all such proceedings, even if determined adversely, 
would not have a material adverse effect on its business, financial 
condition or results of operations. 

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

	No matter was submitted to a vote of security holders of the Company 
during the fourth quarter of the fiscal year ended September 30, 1998. 

<PAGE>

                                PART II 

Item 5.   Market for Registrant's Common Stock and Related Stockholder 
Matters 

        The Company's common stock trades on the Nasdaq Stock Market under the
symbol: TRVS. As of December 24, 1998, the Company believes its shares 
are beneficially owned by more than 400 shareholders. On December 24, 
1998, the last reported sales price of the common stock on the NASDAQ 
National Market System was $19.75 per share.  

	The following table sets forth for the period indicated, on a per 
share basis, the range of high and low sales prices for the Company's 
common stock during fiscal years 1998 and 1997 as quoted by the NASDAQ. 
These price quotations reflect inter-dealer prices, without adjustment 
for retail mark-ups, mark-downs or commissions and may not necessarily 
represent actual transactions: 

	
                             1998 Sales Price           1997 Sales Price        
                             ----------------           -----------------
Quarter Ended        High      Low     Ending     High       Low     Ending 
-------------      -------   ------   -------    -------   -------  -------
December 31        $24.125   $18.75   $24.125    $14.125   $10.75   $13.125
March 31           $22.375   $26.75   $26.625    $13.25    $11.125  $11.625
June 30            $29.125   $24.50   $24.50     $14.00    $10.75   $13.125
September 30       $26.875   $15.00   $15.50     $21.25    $13.25   $20.375

	The Company has never declared or paid cash dividends on its Common 
Stock and presently has no plans to do so. Any change in the Company's 
dividend policy will be at the sole discretion of the Board of Directors 
and will depend on the Company's profitability, financial condition, 
capital needs, future loan covenants, general economic conditions, future 
prospects and other factors deemed relevant by the Board of Directors. 
The Company currently intends to retain earnings for use in the operation 
and expansion of the Company's business and does not anticipate paying 
cash dividends in the foreseeable future. Certain covenants contained in 
the Company's loan agreements effectively restrict the payment of any 
dividends without the lender's prior consent. 

<PAGE>

Item 6.   Selected Financial Data 

	The following selected consolidated financial information should be 
read in conjunction with and is qualified in its entirety by reference to 
the consolidated financial statements of the Company and the notes 
thereto, and Management's Discussion and Analysis of Financial Condition 
and Results of Operations, included elsewhere in this Report on Form 10-K:

<TABLE>
<CAPTION>


                        Fiscal Year   FiscalYear     Twelve Months   Fiscal Year    Fiscal Year    Fiscal Year
                           Ended        Ended           Ended          Ended         Ended           Ended
                        December 31,  September 30,  September 30,  September 30,  September 30,  September 30,
                           1994(1)      1995(2)         1995(2)       1996(1)(3)     1997(1)(4)     1998(1)(5)
                        ------------  -------------  -------------  -------------  -------------  -------------

Consolidated Statement
of Operations Data:

<S>                     <C>           <C>            <C>            <C>            <C>            <C>
Net sales               $     37,225  $      41,442  $     44,617   $      64,555  $      91,309  $     131,740
Gross profit                   8,734         10,306        10,815          16,483         23,955         34,901
Selling, general and
administrative expenses        6,333          6,353         7,526          10,857         15,562         22,630
Operating income               2,135          3,736         3,004           5,061          7,480         11,011
Interest expense                 629            670           845           1,289          1,354          2,310
Net income                     1,023          2,050         1,486           2,383          3,982          5,563
Basic earnings per 
 share                  $       0.39  $        0.76  $       0.55   $        0.78  $        0.96  $        1.31
Diluted earnings per 
 share                  $       0.39  $        0.76  $       0.55   $        0.78  $        0.94  $        1.26
Weighted avg. common
 shares outstanding - 
 basic                         2,648          2,672         2,663           3,043          4,137          4,250
Weighted avg. common
 shares outstanding - 
 diluted                       2,648          2,672         2,663           3,043          4,252          4,418
Store Data:
Stores open at period
 end                               8             11            11              12             19             24
Average sales per
 store(6)               $      4,653  $       4,886  $      5,283   $       5,617  $       5,775  $       6,383
Percentage increase
 in Comparable 
 store sales(7)                28.4%           5.0%         12.2%            4.3%           5.7%           6.6%

</TABLE>

<TABLE>
<CAPTION>

                        December 31,   September 30,   September 30,   September 30,   September 30,
                           1994            1995            1996            1997            1998
                        ------------   -------------   -------------   -------------   -------------

Consolidated Balance 
Sheet Data:

<S>                    <C>             <C>             <C>             <C>             <C>
Cash and cash
 equivalents           $         259   $         996   $       1,533   $       5,816   $       4,618
Working capital                1,866           2,808          15,263          14,806          16,392
Total assets                  17,434          23,357          31,350          59,121          69,116
Short-term debt, 
 including current 
 maturities Of
 long-term debt               10,977          11,443           4,661          21,447          26,105
Long-term debt less 
 current maturities            2,588           4,876           4,334           5,145           4,980
Stockholders' equity           2,562           4,812          18,598          24,058          30,433

</TABLE>


(1)  The Company's fiscal years ended on December 31 in 1994, and on September
30 in 1995, pursuant to a change adopted in 1995, resulting in a nine-
month 1995 fiscal year. The Consolidated Statement of Operations Data 
for the fiscal years ended December 31, 1994 and September 30, 1995, 
1996, 1997 and 1998 has been derived from the audited consolidated 
financial statements of the Company. All other financial and store 
data has been derived from the Company's unaudited consolidated 
financial statements. 
(2)  Reflects inclusion of nine-month audited financial statements for the
fiscal year ended September 30, 1995 and the three-month unaudited financial 
statements for the quarter ended December 31, 1994, in order to 
provide a basis for comparing 12 months of operations in 1995 to 
fiscal 1996 operations. 
(3)  Includes the operations of Red River Marine, Inc. acquired in
September 1995 and Clay's Boats & Motors, Inc. acquired in December 1995
are included for the fiscal 1996, 1997 and 1998 periods. 
(4) Includes the operations of North Alabama Watersports, Inc. acquired in
October 1996, Tri-Lakes Marine, Inc. acquired in November 1996, Bent's Marine, 
Inc. acquired in February 1997, Adventure Marine and Outdoors, Inc., 
Adventure Marine South, Inc. and Adventure Boat Brokerage, Inc. Also 
includes the operations of Travis Boating Center Mississippi, which 
acquired certain assets from McLeod Marine, Inc. on August 1, 1997.
(5) Includes the operations of Southeastern Marine Group, Inc. acquired in
November 1997, Worthern Marine Sales and Service, Inc. acquired in December 
1997, HnR Marine, Inc. acquired in March 1998, Moore's Marine, Inc. 
acquired in April 1998, and Rodgers Cadillac, Inc.
(2-5) See "Management's Discussion and Analysis".
(6) Includes only those stores open for the entire preceeding 12-month period. 
(7) New stores or upgraded facilities are included in the comparable store 
base at the beginning of the store's thirteenth complete month of 
operations.


Item 7.   Management's Discussion and Analysis of Financial Condition and 
Results of Operations 

	The following discussion should be read in conjunction with the 
consolidated financial statements of the Company and the notes thereto 
included elsewhere in this Report on Form 10-K. The discussion in this 
section of this Report on Form 10-K contains forward-looking statements 
that involve risks and uncertainties. The Company's actual results could 
differ materially from those discussed herein. Factors that could cause 
or contribute to such differences include, but are not limited to, those 
discussed in this section, those discussed in ''Risk Factors'' and those 
discussed elsewhere in this Report on Form 10-K. 

	Overview 

The following discussion compares fiscal years 1998 and 1997, which 
reflects the inclusion of the audited consolidated financial statements 
for the fiscal years ended September 30, 1998 and 1997, respectively. The 
results of the acquisitions listed in the chart below from their 
acquisition dates are included in the discussion below of the respective 
discussion of the fiscal year in which such acquisition occurred.  

	A summary of the Company's significant acquisitions follows:


<TABLE>
<CAPTION>


                                                    Non-compete                      
                   Date of    Purchase   Tangible    Agreements     Cash     Liabilities     Notes      Stock
Name of Company  Acquisition   Price    Net Assets  and Goodwill    Paid       Assumed       Issued     Issued
---------------  -----------  --------  ----------  ------------  --------   -----------   --------    -------
                                     (In Thousands)
<S>              <C>          <C>       <C>         <C>           <C>        <C>           <C>         <C>
Fiscal 1998
-----------

Southeastern       11/97      $  1,730  $    1,390  $        280  $  1,606   $         -   $    124   $     -
Marine

Worthen Marine     12/97           287         142           145       287             -          -         -

HnR Marine         04/98           359         359             -       359             -          -         -

Moore's Marine     05/98           777         376           401       777             -          -         -

Rodgers Marine     09/98         2,443       2,093           350       327         1,766          -       350


Fiscal 1997
-----------

North Alabama 
Watersports        10/96           892         687           205       812             -         80         -

Tri-Lakes Marine   11/96         3,180       1,892           644       643         1,937        600         -

Bent's Marine      02/97         1,519         840           679     1,064             -        455         -

McLeod Marine      08/97           958         730           228       958             -          -         -

Adventure Marine   09/97         8,226       5,536         2,690     1,430         5,203        115     1,478


Fiscal 1996
-----------

Red River Marine   09/95         2,955       1,905         1,050       917           438      1,600         -

Clays Boats &
Motors             12/95           329         241            88       263             -         66         -

</TABLE>


	
The following table sets forth for the periods indicated certain 
financial data as a percentage of net sales: 


<TABLE>
<CAPTION>

                     Fiscal Year      Twelve Months     Fiscal Year     Fiscal Year       Fiscal Year
                        Ended            Ended            Ended            Ended            Ended
                     September 30,    September 30,    September 30,    September 30,    September 30,
                         1995             1995             1996             1997             1998 
                     -------------    -------------    -------------    -------------    -------------

<S>                  <C>              <C>              <C>              <C>              <C>        
Net sales                   100.0%           100.0%           100.0%           100.0%           100.0%
Costs of goods sold          75.1             75.8             74.5             73.8             73.5
                            ------           ------           ------           ------           ------
Gross profit                 24.9             24.2             25.5             26.2             26.5
Selling, general and 
 administrative 
 expenses                    15.3             16.9             16.8             17.0             17.2  
Operating income              9.0              6.7              7.8              8.2              8.4   
Interest expense              1.6              1.9              2.0              1.5              1.8
Other income                  0.3              0.0              0.0              0.0              0.1   
                            ------           ------           ------           ------           ------
Income before income
 taxes                        7.7              5.2              5.9              6.7              6.7   
Income tax expense            2.8              1.9              2.2              2.3              2.5   
                            ------           ------           ------           ------           ------
Net income                    4.9%             3.3%             3.7%             4.4%             4.2%

</TABLE>

Results of Operations

Fiscal Year Ended September 30, 1998 Compared to the Fiscal Year Ended 
September 30, 1997

	Highlights 

	Fiscal year 1998 was a record year for the Company, which included the 
following achievements compared to fiscal 1997: 

-Net sales increased  44.3% to $131.7 million. 

-Gross profit margins increased as a percentage of net sales by 25 basis 
points to 26.49% from 26.24%. 

-Operating income increased as a percentage of net sales by  17 basis 
points to 8.36% from 8.19%. 

-Net income increased by 39.7% to $5.6 million from $4.0 million. 

-Diluted earnings per share increased by 34.0% to $1.26 from $0.94.


	Net sales.   Net sales increased by 44.3% to $131.7 million in fiscal
1998 from $91.3 million in fiscal 1997.  The primary component of the increase 
in net sales during the 1998 and 1997 fiscal years has been the result of  
newly opened or acquired store locations.   Accordingly, of the increase 
in net sales, $36.6 million, or 90.6% is related to the stores locations 
that were (i) newly opened or acquired (12), or (ii) those relocated or 
renovated (3) to meet the Company's superstore standards during fiscal 
1998 or 1997.  The Company also benefitted from growth in comparable 
store sales.  During fiscal year 1998, comparable store sales increased 
by 6.6%, or $3.7 million, (9 stores in base) versus 5.7%, or $2.1 
million, (6 stores in base) during fiscal 1997.  See "Risk Factors - 
Dependence Upon Expansion".

Growth in overall sales volume was also in part the result of additional 
new Travis Edition boating packages introduced during  fiscal 1998 and 
1997.  This included the new addition of the Pro-Line and Polar brand 
boats as well as new boat models  introduced by the Company's existing 
boat manufacturers.  These additional new Travis Edition boat lines have 
allowed the Company to further broaden its boat line-up in an effort to 
continue to address the needs and desires of the recreational boating 
population.  During fiscal 1998, the Company experienced increased 
parts/accessories and service labor sales as an increased percentage of 
the Company's  store base was relocated or renovated to superstore 
standards which provide larger and more accessible areas to merchandise 
its product selection and  conduct repair work on boats.   This resulted 
in enhanced sales of parts/accessories and service labor both in actual 
dollars and as a percentage of net sales.  Parts/accessory sales 
increased to $11.3 million, or 8.6% of net sales, from $8.6 million, or 
9.4% of net sales, in fiscal years 1998 and 1997, respectively.   Service 
labor sales increased to $4.7 million, or 3.6% of net sales, from $3.3 
million, or 3.6% of net sales, in fiscal years 1998 and 1997, 
respectively.   Net sales also benefitted from used boat sales including 
those used boat sales from the Company's used boat superstores located at 
its Beaumont, Texas and Heber Springs, Arkansas store locations.  The 
used boat sales in fiscal 1998 and fiscal 1997, were approximately $7.3 
million and $4.0 million, respectively.  The Company plans to continue to 
explore the used boat market and potential sites for used boat 
superstores. 
		
	Net sales from comparable stores, which had 9 stores included in the 
base for calculation, increased by 6.6% and 5.7% in fiscal year's 1998 
and 1997, respectively. The Company relocated or renovated 3 stores and 
opened or acquired an additional twelve stores during fiscal years 1998 
and 1997 rendering such locations to be excluded from the comparable 
store base. The Company's planned acquisition strategy and subsequent 
renovation of stores to superstore standards is expected to continue to 
negatively impact the number of stores includable in comparable store 
base calculations in relationship to the total number of store locations 
operated. See ''Risk Factors-Dependence on Expansion''. As such, 
comparable store performance is expected to remain unstable until higher 
percentages of the Company's stores are includable in comparable store 
calculations. 

	Included within net sales is revenue that the Company earns related to 
F&I Products. The Company, through relationships with various national 
and local lenders, is able to place financing for its customers' boating 
purchases. These lenders allow the Company to ''sell'' the loan at a rate 
higher than a minimum rate established by each such lender and the 
Company earns fees based on the percentage increase in the loan rate over 
the lender's minimum rate. The Company sells these loans without recourse 
except that in certain instances the Company must return the fees earned 
if the customer repays the loan or defaults in the first 120-180 days. 
The Company also sells, as a broker, certain types of insurance 
(property/casualty, credit life, disability) and extended service 
contracts. The Company may also sell these products at amounts over a 
minimum established cost and earn income based upon the profit over the 
minimum established cost. Net sales attributable to F&I Products 
increased by 78.2% to approximately $7.1 million in fiscal 1998 from $4.0 
million in fiscal 1997. This improvement was primarily due to higher net 
spreads achieved in the placement of customer financing, as well as 
overall increases in the percentage of customers buying these products 
(which is referred to as ''sell-through''). This increase was enhanced by 
the Company's continued emphasis on training of F&I employees and 
achievement of established goals.  See "Risk Factors -  Income from 
Financing, Insurance and Extended Service Contracts".

	Gross profit.   Gross profit increased by 45.7% to approximately $34.9 
million in fiscal 1998 from $24.0 million in fiscal 1997. Gross profit as 
a percent of sales increased to 26.5% in fiscal 1998 from 26.2% in fiscal 
1997. The Company generally seeks to maintain a gross profit margin of 
21% to 23% on its boating packages and is able to further leverage the 
margin through sales of parts/accessories, service labor and F&I 
Products, all of which generally produce gross profit margins in excess 
of 25%.  During fiscal 1998, the Company's gross profit margin was 
positively impacted by the increased revenues derived from the 
parts/accessory, service labor and used boat sales as discussed above in 
Net Sales.


	Net sales attributable to F&I Products, which have a significant 
impact on the gross profit margin, contributed $7.1 million, or 20.3%, of 
total gross profit in fiscal 1998, as compared to $4.0 million, or 16.6%, 
of total gross profit for fiscal 1997. Net sales attributable to F&I 
Products are reported on a net basis and therefore all of such sales 
contribute directly to the Company's gross profit. The costs associated 
with the sale of F&I Products are included in selling, general and 
administrative expenses. 

	Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 45.4% to $22.6 million in fiscal 
1998 from $15.6 million for fiscal 1997. Selling, general and 
administrative expenses as a percent of net sales increased by 14 basis 
points to 17.18% in fiscal 1998 from 17.04% for fiscal 1997. In terms of 
both actual dollars and as a percentage of net sales, the increase in 
selling, general and administrative expenses was primarily attributable 
to increased expenses associated with the operation of a larger store 
network, growth in the corporate-office staffing infrastructure and 
increased insurance costs associated with introducing Travis stores into 
new geographically diverse regions.  Rental expense also increased as a 
percent of net sales as the Company expanded and relocated its Corporate 
headquarters, which had previously been located in the Austin, Texas 
superstore facility, in June 1997. 

	Interest expense.   Interest expense, in actual dollars, increased by 
70.6% to $2.3 million in fiscal 1998 from $1.4 million in fiscal 1997.  
Interest expense as a percent of net sales, increased to 1.8% in fiscal 
1998 from 1.5% in fiscal 1997. Effective with the funding of the 
Company's Initial Public Offering in late June of 1996 and an additional 
140,500 shares in the over-allotment option, the Company reduced certain 
revolving indebtedness and certain long term indebtedness in fiscal 1997.  
The Company utilized available working capital and negotiated reduced 
borrowing rates under its floor plan and revolving lines of credit which 
combined to provide for the containment of interest expense and its 
percentage decrease as a percent of net sales in fiscal 1997. The 
Company's  reborrowing under its revolving credit lines as necessary to 
fund future acquisitions and to support working capital needs caused the 
increase in both dollars and as a percentage of sales in fiscal 1998. See 
''Liquidity and Capital Resources.'' 

	Net income.   Net income increased by 39.7% to approximately $5.6 
million in fiscal 1998 from $4.0 million in fiscal 1997.  While the 
Company continued to benefit from enhanced gross profit margins in fiscal 
1998, the increase in interest expense both in actual dollars and as a 
percent of net sales resulted in net income as a percent of sales 
decreasing to 4.2% from 4.4% during the same periods.  Net income 
attributable to F&I Products increased by 33.3% to approximately $1.6 
million in fiscal 1998 from $1.2 million in fiscal 1997. The calculation 
of net income attributable to F&I Products is based on an allocation of 
gross profit after adjusting for costs which management believes are 
directly allocable to F&I Products. 

	 
Fiscal Year Ended September 30, 1997 Compared to the Fiscal Year Ended 
September 30, 1996 

	Net sales.   Net sales increased by 41.3% to $91.3million in fiscal
1997 from $64.6million in fiscal 1996. Of this increase in net sales, $23.2  
million, or 86.7% was related to the stores locations that were (i) newly 
opened or acquired (7), or (ii) those relocated or renovated (5) to meet 
the Company's superstore standards during fiscal 1997 or 1996.   
Approximately $2.1 million of the increase in net sales was attributable 
to a 5.7% growth in comparable store sales (6 stores in base).  The 
primary component of the increase in net sales during the 1997 and 1996 
fiscal years has been the result of the newly opened or acquired store 
locations. See "Risk Factors - Dependence Upon Expansion".   General 
growth in overall sales volume was also in part the result of growth in 
new Travis Edition boating packages first introduced in fiscal 1997.  
This included the new addition of the Pro-Line and Polar brand boats as 
well as new boat models  introduced by the Company's existing boat 
manufacturers.  These additional new Travis Edition boat lines have 
allowed the Company to further broaden its boat line-up in an effort to 
continue to address the needs and desires of the recreational boating 
population.  During fiscal 1997, the Company experienced increased 
parts/accessories and service labor sales as an increased percentage of 
the Company's  store base was renovated to superstore standards which 
provide larger and more accessible areas to 
merchandise its product selection and  conduct repair work on boats.   
This resulted in enhanced sales of parts/accessories and service labor 
both in actual dollars and as a percentage of net sales.  Parts/accessory 
sales increased from $5.7 million, or 8.8% of net sales, to $8.6 million, 
or 9.4% of net sales, in fiscal years 1996 and 1997, respectively.   
Service labor sales increased from $2.3 million, or 3.6% of net sales, to 
$3.3 million, or 3.6% of net sales, in fiscal years 1996 and 1997, 
respectively.   Net sales also benefitted from the Company's introduction 
of an used boat superstore on the premises of its Beaumont, Texas store 
location.  The used boat sales from this facility in fiscal 1997 were 
approximately $600,000.  The Company plans to continue to explore the 
used boat market and potential sites for used boat superstores. 
	
	The Company discontinued its emphasis on the sales program featuring
        weekend sales shows in the parking lots of local Sam's Clubs or certain
        other large retailers as certain retailers did not allow for the
        Company to display its entire product line which in turn did not allow
        for maximum sales reach and productivity.  This ''parking lot'' program
        which was initiated with several shows in late 1995, expanded during
        fiscal 1996 to include a full-time travelling sales team and
        participation in approximately 35 parking lot shows (primarily during
        the second and third fiscal quarters) which generated net sales of
        approximately $2.5 million during fiscal 1996. 

	Net sales from comparable stores, which had 6 stores included in the 
base for calculation, increased 5.7% in fiscal 1997. The Company 
relocated or renovated 5 stores and opened or acquired an additional 8 
stores during fiscal years 1997 and 1996 rendering such locations to be 
excluded from the comparable store base. The Company's planned 
acquisition strategy and subsequent renovation of stores to superstore 
standards is expected to continue to negatively impact the number of 
stores includable in comparable store base calculations in relationship 
to the total number of store locations operated. See ''Risk Factors-
Dependence on Expansion.'' As such, comparable store performance is 
expected to remain unstable until higher percentages of the Company's 
stores are includable in comparable store calculations. 

	Included within net sales is revenue that the Company earns related to 
F&I Products. The Company, through relationships with various national 
and local lenders, is able to place financing for its customers' boating 
purchases. These lenders allow the Company to ''sell'' the loan at a rate 
higher than a minimum rate established by each such lender and the 
Company earns fees based on the percentage increase in the loan rate over 
the lender's minimum rate. The Company sells these loans without recourse 
except that in certain instances the Company must return the fees earned 
if the customer repays the loan or defaults in the first 120-180 days. 
The Company also sells, as a broker, certain types of insurance 
(property/casualty, credit life, disability) and extended service 
contracts. The Company may also sell these products at amounts over a 
minimum established cost and earn income based upon the profit over the 
minimum established cost. Net sales attributable to F&I Products 
increased by 48.2% to approximately $4.0 million in fiscal 1997 from $2.7 
million in fiscal 1996. This improvement was primarily due to higher net 
spreads achieved in the placement of customer financing, as well as 
overall increases in the percentage of customers buying these products 
(which is referred to as ''sell-through''). This increase was enhanced by 
the Company's continued emphasis on training of F&I employees and 
achievement of established goals. 

	Gross profit.   Gross profit increased by 45.3% to approximately $24.0 
million in fiscal 1997 from $16.5 million in fiscal 1996. Gross profit as 
a percent of sales increased to 26.2% in fiscal 1997 from 25.5% in fiscal 
1996. The Company generally seeks to maintain a gross profit margin of 
21% to 23% on its boating packages and is able to further leverage the 
margin through sales of parts/accessories, service labor and F&I 
Products, all of which generally produce gross profit margins in excess 
of 25%.  During fiscal 1997, the Company's gross profit margin was 
positively impacted by the increased revenues derived from the 
parts/accessory, service labor and used boat sales as discussed above in 
Net Sales.


	Net sales attributable to F&I Products, which have a significant 
impact on the gross profit margin, contributed $4.0 million, or 16.6%, of 
total gross profit in fiscal 1997, as compared to $2.7 million, or 16.4%, 
of total gross profit for fiscal 1996. Net sales attributable to F&I 
Products are reported on a net basis and therefore all of such sales 
contribute directly to the Company's gross profit. The costs associated 
with the sale of F&I Products are included in selling, general and 
administrative expenses. 

	Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 43.1% to $15.6 million in fiscal 
1997 from $10.9 million for fiscal 1996. Selling, general and 
administrative expenses as a percent of net sales increased by 20 basis 
points to 17.0% in fiscal 1997 from 16.8% for fiscal 1996. In terms of 
both actual dollars and as a percentage of net sales, the increase in 
selling, general and administrative expenses was primarily attributable 
to increased expenses associated with the operation of a larger store 
network, through growth in the corporate-office staffing infrastructure 
and  increased advertising costs associated with introducing Travis Boats 
and its Travis Edition products into new geographically diverse regions.  
Rental expense also increased as a percent of net sales as the Company 
expanded and relocated its Corporate headquarters which had previously 
been located in the Austin, Texas superstore facility.  Opening and other 
start-up costs associated with the relocation of the Arlington, Texas 
facility to a new superstore location, and the opening of satellite sales 
facility locations in Dallas, Texas and Hot Springs, Arkansas also 
contributed to the increase in selling, general and administrative 
expenses.

Costs associated with being a public company such as annual reports, 
investor relations, investor presentations and certain legal and 
accounting issues further impacted selling, general and administrative 
expenses.
 
	Interest expense.   Interest expense, in actual dollars, increased by 
5.0% to $1.4 million in fiscal 1997 from $1.3 million in fiscal 1996.  
However, interest expense as a percent of net sales, decreased to 1.5% in 
fiscal 1997 from 2.0% in fiscal 1996. Effective with the funding of the 
Company's Initial Public Offering in late June of 1996 and an additional 
140,500 shares in the over-allotment option, the Company reduced certain 
revolving indebtedness and certain long term indebtedness.  The Company 
has since continued to utilize available working capital and has 
negotiated reduced borrowing rates under its floor plan and revolving 
lines of credit which have combined to provide for the containment of 
interest expense and its percentage decrease as a percent of net sales. 
The Company intends to reborrow under its revolving credit lines as 
necessary to fund future acquisitions and to support working capital 
needs. See ''Liquidity and Capital Resources.'' 

	Net income.   Net income increased by 67.1% to approximately $4.0 
million in fiscal 1997 from $2.4 million in fiscal 1996. Net income as a 
percent of sales increased to 4.4% from 3.7% during the same periods. Net 
income attributable to F&I Products increased by 48.2% to approximately 
$1.2 million in fiscal 1997 from $810,000 in fiscal 1996. The calculation 
of net income attributable to F&I Products is based on an allocation of 
gross profit after adjusting for costs which management believes are 
directly allocable to F&I Products.

<PAGE>

	Quarterly Data and Seasonality 

	The following table sets forth certain unaudited quarterly financial 
data for each of the Company's last eight quarters and such data 
expressed as a percentage of the Company's net sales for the respective 
quarters. The information has been derived from unaudited financial 
statements that, in the opinion of management, reflect all adjustments 
(consisting only of normal recurring adjustments) necessary for a fair 
presentation of such quarterly information. The operating results for any 
quarter are not necessarily indicative of the results to be expected for 
any future period. 

<TABLE>
<CAPTION>

                                              
                                                       Quarter Ended 
                             ---------------------------------------------------------------
                             Fiscal Year 1997                               Fiscal Year 1998
                             ----------------                               ----------------
                      Dec. 31   March 31    June 30   Sept. 30    Dec. 31   March 31    June 30   Sept. 30
                      -------   --------   --------   --------   --------   --------   --------   --------
                                                 (In thousands)
<S>                   <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net sales             $ 5,451   $ 24,273   $ 37,348   $ 24,237   $ 10,142   $ 33,427   $ 55,699   $ 32,472
Gross profit            1,341      6,404      9,531      6,679      2,611      9,104     14,185      9,001
Selling, general 
 and administrative 
 expenses               2,140      3,638      5,426      4,358      3,694      5,294      7,941      5,701
Operating income 
 (loss)                  (983)     2,529      3,873      2,061     (1,416)     3,464      5,896      3,067
Interest expense          214        415        412        313        461        578        649        622
Net income (loss)        (744)     1,320      2,172      1,234     (1,156)     1,798      3,267      1,654
Basic earnings
 per share               (.18)       .32        .53        .30       (.27)       .42        .77        .39
Diluted earnings 
 per share               (.18)       .31        .51        .29       (.27)       .41        .74        .38
Wtd. avg. common         
 shares outstanding
 - basic                4,137      4,137      4,137      4,137      4,225      4,254      4,255      4,260 
Wtd. avg. common 
 shares outstanding - 
 diluted                4,137      4,240      4,240      4,239      4,225      4,423      4,439      4,409

</TABLE>

<TABLE>
<CAPTION>

                                    As a Percentage of Net Sales                                       

<S>                     <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net sales               100.0%     100.0%     100.0%     100.0%     100.0%     100.0%     100.0%     100.0%
Gross profit             24.6       26.4       25.5       27.6       25.7       27.2       25.5       27.7   
Selling, general 
 and administrative 
 expenses                39.3       15.0       14.5       18.0       36.4       15.8       14.3       17.6
Operating income
 (loss)                 (18.0)      10.4       10.4        8.5      (14.0)      10.4       10.6        9.5
Interest expense          3.9        1.7        1.1        1.3        4.5        1.7        1.2        1.9
Net income (loss)       (13.7)       5.4        5.8        5.1      (11.4)       5.4        5.9        5.1

</TABLE>

	The Company's business, as well as the sales demand for various types 
of boats, tends to be highly seasonal. Strong sales typically begin in 
January with the onset of the public boat and recreation shows, and 
continue through July. Over the previous five-year period, the average 
annual net sales for the quarterly periods ended March 31 and June 30 
represented approximately  27% and  41%, respectively, of the Company's 
annual net sales. With regard to net income, the Company historically 
generates profits in three of its fiscal quarters and experiences 
operating losses in the quarter ended December 31 due to a broad seasonal 
slowdown in sales. During the quarter ended September 30, inventory 
typically reaches its lowest levels and accumulated cash reserves reach 
the highest levels. During the quarter ended December 31, the Company 
generally builds inventory levels in preparation for the upcoming selling 
season which begins with boat and recreation shows occurring during 
January through March in certain market areas in which the Company 
conducts business. Travis Boats' operating results would be materially 
and adversely affected if net sales were to fall significantly below 
historical levels during the months of January through June. 

	The Company's business is also significantly affected by weather 
patterns. Weather conditions that are unseasonable or unusual may 
adversely affect the Company's results of operations. For example, 
drought conditions or merely reduced rainfall levels, as well as 
excessive rain, may affect the Company's sale of boating packages and 
related products and accessories. See Risk Factors - "Impact of 
Seasonality and Weather on Operations".

	Quarterly results may fluctuate as a result of the expenses associated 
with new store openings or acquisitions. The Company, prior to fiscal 
1997, had attempted to concentrate expansion during the seasonal slowdown 
generally occurring in the quarter ending December 31.  During fiscal 
1997, the Company modified its acquisition strategy to acquire store 
locations through-out the fiscal year.  This was done to allow the 
Company the opportunity to derive in-season sales from the acquisitions 
as well as to provide a longer period in which to integrate the acquired 
store's operations.  Accordingly, the results for any quarterly period 
may not be indicative of the expected results for any other quarterly 
period. 
	
	Liquidity and Capital Resources 

	The Company's short-term cash needs are primarily for working capital 
to support operations including inventory requirements, off-season 
liquidity and store expansion. These short-term cash needs have 
historically been financed with cash from operations and borrowings under 
the Company's floor plan and revolving credit lines (collectively the 
"credit facilities"). At September 30, 1998, the Company had working 
capital of $16.4 million, including $4.6 million in cash, $4.9 million in 
accounts receivable (primarily contracts in transit from sales) and $38.9 
million in inventories, offset by approximately $4.2 million of accounts 
payable and accrued liabilities, $10.1 million outstanding under floor 
plan lines of credit, approximately $15.0 million under revolving lines 
of credit and $4.4 million in other current liabilities and short-term 
indebtedness including current maturities of long-term debt. Contracts in 
transit are amounts receivable from a customer or a customer's financial 
institution related to that customer's purchase of a boat. As of 
September 30, 1998, the aggregate maximum borrowing limits under floor 
plan and revolving lines of credit were approximately $57.0 million and 
$55.0 million, respectively. 

	In fiscal 1997, operating activities utilized cash flows of $808,000 
due primarily to an increase of $5.2 million and $2.0 million in 
inventories and accounts receivable, respectively.   These amounts were 
offset partially by an increase in accrued liabilities of $884,000 and an 
increase in accounts payable of $1.5 million. Of the increase in 
inventories, approximately $14.6 million was related to inventory 
acquired in seven store acquisitions during fiscal 1997 and the initial 
stocking of Travis Editions product in the newly acquired 
locations. 

	In fiscal 1998, operating activities generated cash flows of $2.9 
million due primarily to increased net profits, 
controlled inventory growth and proceeds received on unearned 
manufacturer rebate revenues.  Management believes that store inventory 
levels at September 30, 1998 were below standard stocking levels as the 
Company was in the process of contract discussions with its primary 
outboard motor supplier, Outboard Marine Corporation.  The Company was 
also in discussions with a new alternate outboard motor supplier, Mercury 
Marine. The Company could not order outboard motor powered boats until a 
determination of what type of outboard motor was to be placed on the 
boat.  The Company agreed in principal to agreements with Outboard Marine 
Corporation and Mercury Marine in November of 1998 and the Company has 
since re-stocked its store locations to levels that management believes 
are historically appropriate.

	Financing activities in fiscal 1998 provided $4.8 million of cash 
flows primarily from the net proceeds of borrowings under the Company's 
credit facilities.  The Company has a $55.0 million revolving line of 
credit agented by NationsBank of Texas, N.A.,..  The line provides for 
borrowing pursuant to a borrowing formula based upon the certain of the 
Company's inventory and accounts receivable. Collateral consists of a 
security interest in specific inventories (and proceeds thereof), 
accounts receivable and contracts in transit. The line has a maturity on 
October 31, 1999 and pricing is at the Company's election of  the prime 
rate minus 1.00% or on a LIBOR based price structure.  There is  a fee on 
the unused portion assessed quarterly. A comprehensive loan agreement 
governs the line of credit. The agreement contains financial covenants 
regulating debt service coverages, tangible net worth, operating leverage 
and restrictions on dividends or distributions. As of December 21, 1998, 
$25.8 million was drawn on the revolving line and the Company could 
borrow an additional $29.2 million, of which approximately $1.5 million 
was immediately available for borrowing based upon the revolving line's 
borrowing formula.  As the Company purchases inventory, the amount 
purchase increases the borrowing base availability and typically the 
Company makes a determination to borrow depending upon anticipated 
working capital requirements.   Management believes the Company to be in 
compliance with the terms and conditions of this loan agreement.   

	The Company also maintains floor plan lines of credit with various 
finance companies totalling approximately $57 million in credit limits, 
which generally have no stated maturity and utilize subsidies from 
manufacturers to provide for certain interest free periods each calendar 
year (usually August through at least May). Certain floor plan lines of 
credit with finance companies are governed by loan agreements containing 
financial covenants concerning, among others, minimum tangible net worth 
and leverage ratios. As of December 21, 1998, approximately $22.2 million 
was drawn under the floor plan lines and management believes the Company 
was in compliance with the terms and conditions of these loan agreements. 

	Merchandise inventories were $34.5 million and $38.9 million as of 
September 30, 1997 and September 30, 1998, respectively. Accounts 
receivable increased by approximately $1.0 million to $4.9 million at the 
end of fiscal 1998 from a year earlier. The receivables amount represents 
primarily contracts in transit generated from sales. Costs in excess of 
net assets acquired increased to by approximately $0.9 million to $6.2 
million in fiscal 1998 due to the acquisitions during fiscal 1998 
discussed previously in the section Overview. 

        The Company had capital expenditures of approximately $4.3 million 
in fiscal 1998 and approximately $2.3 million in fiscal 1997.  Capital 
expenditures during fiscal 1997 and 1998 included the acquisitions of the 
store locations discussed previously in the section Overview, the 
renovation of several facilities to the Company's superstore standards 
and expenditures related to the roll-out of the Company's management 
information systems in certain store locations.  The Company also 
acquired raw land  for the construction of a new superstore location to 
relocate the Roswell, Georgia temporary store location.  The fiscal 1997 
and 1998 capital expenditures were primarily financed under the Company's 
credit facilities and additionally with certain individuals and 
corporations. 

	The Company's revolving credit facility, floor plan lines of credit 
and internally generated working capital should be sufficient to meet the 
Company's cash requirements in the near future. 

Disclosure of YEAR 2000 Issues and Consequences

The Year 2000 Issue  ("Y2K") is the result of computer  programs  being  
written using two digits  rather  than four to define the applicable  
year.  Any of the Company's  computer  programs or hardware that have  
date-sensitive  software or embedded  chips may recognize a date  
using"00" as the year 1900 rather than the year 2000. This could cause a 
system failure or miscalculations in the Company's point of sale, 
accounting and other financial operations  which could cause  disruptions 
of operations,  including,  among other  things,  could result in a 
temporary  inability to process financial transactions,  or engage in 
similar normal business or financial reporting activities.  Similarly, 
material suppliers to the Company may be unable to produce or ship 
product in the ordinary course of their business operations.

Based on recent  system  evaluations,  surveys,  and  on-site  
inventories,  the Company determined that it will be required to modify 
or replace minimal portions of its software and certain  hardware so that 
those systems will properly utilize dates beyond December 31, 1999.  As 
part of a previously planned company-wide upgrade to its accounting 
systems initiated in March of 1998, the Company is presently replacing 
its integrated accounting and point-of-sale management information system 
("MIS").  The new MIS system is currently operating in seven (7) store 
locations and the Company is planning to install the system in 
approximately 8 new store locations by the end of calendar 1999 and in 
substantially each of the new store locations acquired in fiscal 1999.  
The new MIS system was selected in part due to its ability to allow the 
Company increased efficiencies in its efforts to further centralize full 
financial and accounting operations.  The new MIS system is a Y2K 
compliant system. The Company's existing integrated accounting and point 
of sale system currently is not Y2K compliant.  The system's owner, Bell 
& Howell, Inc. has notified the Company that the system is expected to 
have a Y2K compliant version by the end of the first quarter of calendar 
1999. Having the existing software Y2K compliant before year 2000 greatly 
reduces any risk of delays in implementation of the new system.  However, 
in the event the Bell & Howell system is not Y2K compliant by the second 
quarter of 1999, the Company has determined that an immediate evaluation 
by the Company's management and the Board of Directors will be required 
to determine if the Company should accelerate its planned implementation 
of the new MIS system.  If acceleration of implementation of the new MIS 
system occurs, the Company believes it would experience a cost of 
approximately $200,000 in additional travel, training, consulting, 
personnel and other costs.  If the Company discontinued use of its 
existing system it would also be required to expense all unamortized 
system costs.

The Company has one other key system that is not part of the integrated 
package. The Company contracts with Automatic Data Processing ("ADP")  
for payroll processing.  ADP has provided the Company with separate 
software in which is used to administer the company-wide payroll.  The 
Human Resources department of the Company has just completed installation 
of a year 2000 compliant version which has been provide to the Company by 
ADP.

A survey has been performed on all back office software packages. We have 
not seen any material date macros or other date related functions that 
would be materially affected by dates beyond December 31, 1999.

Significant non-technical systems and equipment that may contain 
microcontrollers which are not Y2K compliant are being identified and 
addressed if deemed critical.  This includes, but is not limited to, 
telephone systems, copiers, fax machines, point of sale credit card 
authorization terminals.

The Company has, and continues to utilize a written questionaire 
specifically designed to query  significant  vendors, including but not 
limited to, boat suppliers, parts/accessory suppliers and wholesalers, 
and financial institutions.  Certain of the companies queried have 
responded to questionaires stating that their systems are Y2K compliant.  
The Company is monitoring the status of the questionaire respondants that 
have indicated that Y2K compliance is not yet complete, but is 
anticipated to be complete during calendar year 1999.  The Company has 
not received any questionaires from companies that have expressed an 
inability or business related purpose that would render them unable to 
reach Y2K compliance. To date, the Company is not aware of any Y2K issue 
that would  materially  impact the Company's results of operations,  
liquidity, or capital resources.  However, the Company has no means of 
ensuring that significant vendors will be Y2K ready. The inability  of 
vendors to  complete  their Y2K  resolution  process in a timely fashion 
could materially impact the Company. The effect of non-compliance by 
significant vendors is not determinable.

While the Company  believes its efforts will provide  reasonable  
assurance that material  disruptions will not occur due to internal 
failure, the possibility of interruption still exists.

In the ordinary course of business, the Company has acquired or plans to 
acquire a significant amount of Y2K compliant hardware and software. 
These purchases are part of specific operational and financial system  
enhancements with completion dates during late 1999 that were planned  
without  specific  regard to the Y2K issue. These system enhancements  
resolve many Y2K problems and have not been delayed as a result of any  
additional  efforts  addressing  the Y2K issue. Minimal costs will be 
associated with Y2K issue.   The Company does not expect the year 2000 
cost of unforeseen hardware or software applications to exceed $10,000.

Management believes it has an effective program in place to resolve the 
Y2K issue in a timely manner. In the event that the Company does not 
complete implementation of its new system or installation of the Y2K 
version of its existing software, it could experience disruptions in its 
operations. In addition, disruptions in the economy generally resulting 
from the Y2K issues could also result in a materially adverse affect to 
the Company.  

The Company currently has assigned two (2) management level employees  to 
further identify risks and to develop contingency plans in the event the 
Company does not complete all phases of the Y2K program. The Company 
plans to evaluate the status of completion in April 1999 and determine  
whether formal implementation of such contingency  plans are necessary.

	New Accounting Standards 

In September 1997, the FASB issued SFAS No. 130, Reporting Comprehensive 
Income ("SFAS No. 130"). SFAS No. 130 establishes standards for reporting 
and display of comprehensive income and its components in a full set of 
general-purpose financial statements. SFAS No. 130 is effective for 
fiscal years beginning after December 15, 1997. The Company does not 
anticipate the adoption of SFAS No. 130 to have a material impact on the 
Company's financial position or results of its operations at September 
30, 1998.

Also in September 1997, the FASB issued SFAS No. 131, Disclosures about 
Segments of an Enterprise and Related Information ("SFAS No. 131"). SFAS 
No. 131 establishes standards for the way that public business 
enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report selected 
information about operating segments in interim financial reports issued 
to stockholders. SFAS No. 131 is effective for financial statements for 
fiscal years beginning after December 15, 1997. The Company has not yet 
determined the impact, if any, of adopting  SFAS No. 131. 			
			
			
In September 1998, the FASB issued SFAS No. 133, Accounting for 
Derivative Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 
133 establishes accounting and reporting standards requiring that every 
derivative instrument (including certain derivative instruments embedded 
in other contracts) be recorded in the balance sheet as either an asset 
or liability measured at its fair value. SFAS No. 133 requires that 
changes in the derivative's fair value be recognized currently in 
earnings unless specific hedge accounting criteria are met. Special 
accounting for qualifying hedges allows a derivative's gains and losses 
to offset related results on the hedged item in the income statement, and 
requires that a company must formally document, designate, and assess the 
effectiveness of transactions that receive hedge accounting. Because of 
the Company's minimal use of derivative financial instruments, management 
does not anticipate that the adoption of SFAS No. 133 will have a 
material impact on the Company's consolidated results of operations, 
financial position or cash flows.

In April 1998, the Accounting Standards Executive Committee issued 
Statement of Position ("SOP") 98-5, Reporting on the Costs of Start-Up 
Activities. The SOP requires costs of start-up activities and 
organization costs to be expensed as incurred, and is effective for 
fiscal years beginning after December 15, 1998. The effects of adoption 
must be reported as a cumulative change in accounting principle. The 
Company expects that the impact of adoption will not be material to its 
financial position or results of operations.
	
	Inflation 

	The Company believes that inflation generally has not had a material 
impact on its operations or liquidity to date. 


ITEM 7.A  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At September 30, 1998, approximately 64.8% of the Company's notes payable 
and other short term obligations bear interest at variable rates, 
generally tied to a reference rate such as the prime rate of interest of 
certain banks.  Accordingly, the Company's earnings and after tax 
cashflow are affected by changes in interest rates.  Assuming a two 
percentage point change in the fiscal 1998 average interest rate under 
the fiscal 1998 average of these borrowings, it is estimated that the 
Company's fiscal 1998 interest expense would have changed by $700,892 and 
that the Company's fiscal 1998 net income and after tax cashflow would 
have changed by $462,589.  In the event of an adverse change in interest 
rates, management would likely take actions to further mitigate its 
exposure.  However, due to the uncertainty of the actions that would be 
taken (such as re-financing debt, or seeking lower borrowing costs 
through adjusting debt maturities) and their possible effects, the 
aforementioned analysis assumes no such actions.  Further, the analysis 
does not consider the effects of the change in the level of overall 
economic activity that could exist in such an environment.

At September 30, 1998, the Company has an interest rate protection 
agreement on $5.0 million of the $55.0 million revolving line of credit 
agreement, calling for a five year fixed interest rate of 7.295%.  This 
agreement, the fair value of which is not material at September 30, 1998 
and is not expected to become material in the near term, has not been 
considered in the above analysis.


Item 8.   Financial Statements 

	For the financial statements and supplementary data required by this 
Item 8, see the Index to Consolidated Financial Statements and Schedules. 


Item 9.   Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure 

	Not applicable. 


                                     PART III 

Item 10.   Directors and Executive Officers 

	There is incorporated herein by reference that portion of the 
Company's proxy statement for the 1999 Annual Meeting of Stockholders 
which appears therein under the captions ''Item 1: Election of 
Directors'' and ''Information Concerning Directors.'' 


Item 11.   Executive Compensation 

	There is incorporated in this Item 11 by reference that portion of the 
Company's definitive proxy statement for the 1999 Annual Meeting of 
Stockholders which appears under the caption ''Executive Compensation.'' 


Item 12.   Security Ownership of Certain Beneficial Owners and Management 

	There is incorporated in this Item 12 by reference that portion of the 
Company's definitive proxy statement for the 1999 Annual Meeting of 
Stockholders which appears under the caption ''Securities Holdings of 
Principal Stockholders, Directors, Nominees and Officers.'' 






Item 13.   Certain Relationships and Related Transactions 

	There is incorporated in this Item 13 by reference that portion of the 
Company's definitive proxy statement for the 1999 Annual Meeting of 
Stockholders which appears under the captions ''Certain Relationships and 
Related Transactions'' and ''Compensation Committee Interlocks and 
Insider Participation.'' 


<PAGE>
                                   PART IV 

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 

(a) 1. Financial Statements 

	The following consolidated financial statements of the Company are 
included following the Index to Consolidated Financial Statements and 
Schedules on page F-1 of this Report. 

  Report of Ernst & Young LLP, Independent Auditors   F-1
  Consolidated Balance Sheets                         F-2
  Consolidated Statements of Income                   F-3
  Consolidated Statements of Shareholder's Equity     F-4
  Consolidated Statements of Cash Flows               F-5
  Notes to Consolidated Financial Statements          F-6



(a) 2. Financial Statement Schedules 

	All schedules have been omitted because they are not applicable, not 
required under the instructions, or the information requested is set 
forth in the consolidated financial statements or related notes thereto. 


(a) 3. Exhibits 

	The following Exhibits are incorporated by reference to the filing or 
are included following the Index to Exhibits. 


                                 INDEX TO EXHIBITS 

  (a) Exhibits:   Except as otherwise noted, all Exhibits have been 
previously filed with Registrant's S-1 dated June 1996. 

   3.1    Restated Articles of Incorporation of the Registrant, as amended.
   3.2    Restated Bylaws of the Registrant, as amended.
  10.2(a) Agreement dated as of August 11, 1995, between the Company and
          Outboard Marine Corporation.
  10.2(b) Dealer Agreement dated as of October 13, 1995, between the Company
          and Outboard Marine Corporation.
  10.3    Dealer Agreement dated as of August 17, 1995, between the Company
          and Larson Boats, a Division of Larson/Glastron Boats, Inc., a
          subsidiary of Genmar Industries, Inc.
  10.4    Dealer Agreement dated as of August 17, 1995, between the Company
          and Mastercrafters Corporation.
  10.5(a) Inventory Security Agreement and Power of Attorney dated as of
          November 30, 1993, Between Bombardier Capital Inc. and the Company.
  10.5(b) Inventory Security Agreement and Power of Attorney dated as of
          November 30, 1993, Between Bombardier Capital Inc. and Falcon Marine 
          Abilene, Inc.
  10.6(a) Agreement for Wholesale Financing dated as of August 17, 1995, by
          and among Deutsche Financial Services Corporation, the Company and
          its subsidiaries; and Amendment to Agreement for Wholesale Financing
          dated as of September 22, 1995.
  10.6(b) Agreement for Wholesale Financing dated as of August 17, 1995,
          between Deutsche Financial Services Corporation and Travis Boats & 
          Motors Baton Rouge, Inc.
  10.7(a) Inventory Loan Agreement dated as of September 20, 1995, between TBC
          Arkansas, Inc. And Hibernia National Bank.
  10.7(b) Commercial Security Agreement dated September 1, 1995, between TBC
          Arkansas, Inc. and Hibernia National Bank.
  10.8(a) Inventory Loan Agreement dated as of December 17, 1992, between
          Travis Boats & Motors Baton Rouge, Inc. and Hibernia National Bank;
          and First Amendment to Inventory Loan Agreement dated as of
          February 7, 1994.
  10.8(b) Promissory Note dated May 30, 1995, in the original principal amount
          of $100,000, payable By Travis Boats & Motors Baton Rouge, Inc. to 
          Hibernia National Bank.
  10.8(c) Promissory Note dated May 30, 1995, in the original principal amount
          of $800,000, payable By Travis Boats & Motors Baton Rouge, Inc. to 
          Hibernia National Bank.
  10.8(d) Promissory Note dated July 14, 1995, in the original principal amount
          of $480,000, payable By Travis Boats & Motors Baton Rouge, Inc. to 
          Hibernia National Bank.
  10.8(e) Business Loan Agreement dated July 14, 1995, between Travis Boats &
          Motors Baton Rouge, Inc. and Hibernia National Bank.
  10.8(f) Commercial Security Agreement dated July 14, 1995, between Travis
          Boats & Motors Baton Rouge, Inc. and Hibernia National Bank.
  10.8(g) Collateral Mortgage dated July 14, 1995, from Travis Boats & Motors
          Baton Rouge, Inc. to Hibernia National Bank.
  10.8(h) Assignment of Leases and Rents dated July 14, 1995, between Travis
          Boats & Motors Baton Rouge, Inc. and Hibernia National Bank.
  10.8(i) Pledge of Collateral Mortgage Note dated July 14, 1995, from Travis
          Boats & Motors Baton Rouge, Inc. to Hibernia National Bank.
  10.9(a) Promissory Note dated September 1, 1995, in the original principal
          amount of $3,000,000, Payable by TBC Arkansas, Inc. to Hibernia
          National Bank.
  10.9(b) Commercial Guaranty dated September 1, 1995 by the Company in favor
          of Hibernia National Bank guarantying a $3,000,000 Promissory Note.
  10.9(c) Promissory Note dated September 1, 1995, in the original principal
          amount of $250,000, Payable by TBC Arkansas to Hibernia National
          Bank.
  10.10(a)Amended and Restated Loan Agreement dated as of September 15, 1995,
          by and among NationsBank of Texas, N.A., the Company and its
          subsidiaries.
  10.10(b)Security Agreement dated July 31, 1995, by and among NationsBank of
          Texas, N.A., the Company and its subsidiaries.
  10.11   General Promissory Note dated August 31, 1995, in the original
          principal amount of $300,000, payable by the Company to Amerisure 
          Property & Casualty, Ltd.
  10.12   General Promissory Note dated August 31, 1995, in the original
          principal amount of $100,000, payable by the Company to Capitol
          Commerce Reporter, Inc.
  10.13   General Promissory Note dated August 31, 1995, in the original
          principal amount of $75,000, payable by the Company to Capitol
          Commerce Reporter, Inc.
  10.14   General Promissory Note dated August 31, 1995, in the original
          principal amount of $150,000, payable by the Company to Joe Simpson
          and Pat Simpson.
  10.15   Asset Purchase Agreement dated as of September 20, 1995, by and
          among Red River Marine, Inc., Red River Marine, Inc. #2, and TBC 
          Arkansas, Inc.
  10.16   Promissory Note dated September 20, 1995, in the original principal
          amount of $800,000, Payable by TBC Arkansas, Inc. to Benny Hargrove.
  10.17(a)Promissory Note dated as of September 20, 1995, in the original
          principal amount of $462,145.53, payable by TBC Arkansas, Inc. to
          Red River Marine, Inc. #2.
  10.17(b)Mortgage With Power of Sale (Realty) dated September 20, 1995, from
          TBC Arkansas, Inc. to Red River Marine, Inc. #2.
  10.18   Promissory Note dated September 20, 1995, in the original principal
          amount of $230,177.16, payable by TBC Arkansas, Inc. to Red River
          Marine, Inc. and Red River Marine, Inc. #2.
  10.19   Promissory Note dated September 20, 1995, in the original principal
          amount of $108,750, Payable by TBC Arkansas, Inc. to Red River
          Marine, Inc. and Red River Marine, Inc. #2.
  10.20   Travis Boats and Motors, Inc. 1995 Incentive Plan. 
  10.21   Form of Amended and Restated Employment Agreement dated May 7, 1996,
          between the Company and Mark T. Walton, Ronnie L. Spradling and 
          Michael B. Perrine.
  10.22   Form of Option Agreement dated May 17, 1995, between the Company and
          Michael B. Perrine, Ronnie L. Spradling and Mark T. Walton.
  10.23   Form of Indemnification Agreement for Directors and Officers of the
          Company.
  10.24   Management Agreement dated December 14, 1995, by and among TBC
          Management, Ltd., The Company and its subsidiaries.
  10.25   [Intentionally left blank]
  10.26(a)First Lien Promissory Note dated September 15, 1995, in the original
          principal amount of $679,000, payable by Travis Snowden Marine, Inc.
          to NationsBank of Texas, N.A.
  10.26(c)First Lien Deed of Trust, Assignment, Security Agreement and Financing
          Statement dated September 15, 1995, from Travis Snowden Marine, Inc. 
          to Michael F. Hord, Trustee.
  10.27(a)Second Modification and Extension Agreement dated April 26, 1994,
          between the Company and NationsBank of Texas, N.A.
  10.27(b)''504'' Note dated April 28, 1994, in the original principal amount
          of $454,000, payable by the Company to Cen-Tex Certified Development 
          Corporation.
  10.27(c)Deed of Trust, Assignment, Security Agreement and Financing Statement
          dated March 5, 1993, from the Company to Michael F. Hord, Trustee.
  10.27(d)Deed of Trust dated April 28, 1994, from the Company to Wm. H.
          Harrison, Jr., Trustee.
  10.28   Trust Agreement dated December 31, 1994, by and among Ideal Insurance
          Company, Ltd. and the Company.
  16      Letter re change in certifying accountant.
              
        Portions of this exhibit have been omitted and are subject to an 
application for confidential treatment filed separately with the 
Commission. 

The above Exhibits have been previously filed with Registrant's S-1 dated 
June 1996. 

	(b) Financial Statement Schedules:   None. 

	The following exhibits are filed herewith 


  10.29(a)Revolving Credit Agreement dated as of December 12, 1996, in the
          original principal amount of $15,000,000 by and among the Company,
          its Subsidiaries and NationsBank of Texas, N.A. as agent.
  10.29(b)Commercial Security Agreement dated as of December 12, 1996 by and
          among the Company, its Subsidiaries and NationsBank of Texas, N.A.
          as agent.
  10.29(c)Promissory Note dated as of December 12, 1996 in ane original
          principal amount of $9,000,000 among the Company, its subsidiaries
          and NationsBank of Texas, N.A., as agent.
  10.29(d)Promissory Note dated as of December 12, 1996 in the original
          principal amount of $6,000,000 among the Company, its subsidiaries
          and NationsBank of Texas, N.A. as agent.
  10.30   Asset Purchase Agreement dated as of November 1, 1996 between Travis
          Boating Center Tennessee, Inc. and Tri-Lakes Marine, Inc.
  10.31   Asset Purchase Agreement dated as of November 1, 1996 between Travis
          Boating Center Alabama, Inc. and Tri-Lakes Marine, Inc.

The above Exhibits have been previously filed with 
Registrant's Report on Form 10-K  for the fiscal 
year ended September 30, 1996.


The following exhibits are filed herewith on the 
Registrant's Report on Form 10-K for the fiscal 
year ended September 30, 1997.

  10.32(#)Asset Purchase Agreement dated as of February 19, 1997 between Travis
          Boating Center Louisiana, Inc. and Bent's Marine, Inc. 
  10.33   Asset Purchase Agreement dated as of August 1, 1997 between Travis
          Boating Center Mississippi, Inc. and McLeod Marine, Inc
  10.34   Stock Purchase Agreement dated as of September 30, 1997 among Travis
          Boating Center Florida, Inc. and Frederic D. Pace and John W.
          Reinhold providing for the purchase of 100% of the common stock of 
          Adventure Boat Brokerage, Inc. 
  10.35   Stock Purchase Agreement dated as of September 30, 1997 among Travis
          Boating Center Florida, Inc. and John W. Reinhold providing for the
          purchase of 100% of the common stock of Adventure Marine & Outdoors, 
          Inc.
  10.36   Stock Purchase Agreement dated as of September 30, 1997 among Travis
          Boating Center Florida, Inc. and Frederic D. Pace and John W.
          Reinhold providing for the purchase of 100% of the common stock of 
          Adventure Marine South, Inc.
  10.37   First Amendment to Revolving Credit Agreement dated as of October 31,
          1997, in the original principal amount of $55,000,000 by and among
          the Company, its Subsidiaries and NationsBank of Texas, N.A. as 
          agent.
  10.38   Asset Purchase Agreement dated as of November 20, 1997 between Travis
          Boating Center Tennessee, Inc. and Southeastern Marine Group, Inc.
  10.39(+)Travis Boats & Motors, Inc. 1995 Incentive Plan filed pursuant to
          Form S-8 filed on December 11, 1997.
   21.1   List of Subsidiaries of Registrant.
   23.1(+)Consent of Ernst & Young LLP, Independent Auditors of Registrant,
          dated December 23, 1998.
   27.1   Financial Data Schedule

(#) Incorporated by reference from the Company Report on Form 10-Q for 
the quarter ended March 31, 1997.
(+) Incorporated by reference from the Company's filing on Form S-8 on 
December 11, 1997.

	No annual report or proxy material has been sent to security holders 
as of the date of this Form 10-K; however, the Company anticipates 
sending the annual report and proxy materials on or before any applicable 
deadlines. When such a report and proxy materials are furnished, the 
Registrant will furnish copies of such materials to the Commission. 

<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.


                                                    /S/   MARK T. WALTON
                                                    --------------------
                                         By:   
                                         Chairman of the Board and President 
Date: December 24, 1998 

	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. 


Name                             Capacity                      Date Signed 

/S/   MARK T. WALTON                                                            
--------------------
Mark T. Walton               Chairman of the Board,         December 24, 1998
                             President and  Director
                          (Principal Executive Officer)


/S/   MICHAEL B. PERRINE                                                    
------------------------
Michael B. Perrine            Chief Financial Officer,      December 24, 1998
                            Secretary and  Treasurer
                            (Principal Financial and
                               Accounting Officer ) 

/S/   RONNIE L. SPRADLING                                                      
-------------------------
Ronnie L. Spradling            Executive Vice President-   December 24, 1998
                               New Store Development and
                                      Director

/S/   E. D. BOHLS
-----------------
E. D. Bohls                           Director             December 24, 1998


/S/   STEVEN W. GURASICH, JR.
-----------------------------
Steven W. Gurasich, Jr.               Director             December 24, 1998 


/S/   ZACH MCCLENDON, JR
------------------------
Zach McClendon, Jr.                   Director             December 24, 1998 


/S/   ROBERT C. SIDDONS
-----------------------
Robert C. Siddons                     Director             December 24, 1998 


/S/   JOSEPH E. SIMPSON 
-----------------------
Joseph E. Simpson                     Director             December 24, 1998 

<PAGE>

                   Travis Boats & Motors, Inc. and Subsidiaries

                         Consolidated Financial Statements


                   Years ended September 30, 1998, 1997 and 1996


                                        Contents

 Report of Ernst & Young LLP, Independent Auditors..........F-2

 Audited Consolidated Financial Statements

 Consolidated Balance Sheets................................F-3
 Consolidated Statements of Income..........................F-5
 Consolidated Statements of Stockholders' Equity............F-6
 Consolidated Statements of Cash Flows......................F-7
 Notes to Consolidated Financial Statements.................F-9

						F-1
<PAGE>

           Report of Ernst & Young LLP,Independent Auditors



The Board of Directors
Travis Boats & Motors, Inc. and Subsidiaries


We have audited the accompanying consolidated balance sheets of Travis 
Boats & Motors, Inc. and Subsidiaries as of September 30, 1998 and 1997 
and the related consolidated statements of income, stockholders' equity 
and cash flows for each of the three years in the period ended 
September 30, 1998. 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 generally accepted auditing 
standards. 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 consolidated financial position of 
Travis Boats & Motors, Inc. and Subsidiaries as of September 30, 1998 and 
1997 and the consolidated results of their operations and their cash 
flows for each of the three years in the period ended September 30, 1998, in 
conformity with generally accepted accounting principles.


                                             /s/  Ernst & Young LLP

November 24, 1998
Austin, Texas

						F-2
<PAGE>


                   Travis Boats & Motors, Inc. and Subsidiaries

                            Consolidated Balance Sheets
                         (in thousands, except share data)




                                                          September 30

                                                      1998            1997
                                                    ------------------------
Assets

Current assets:
 Cash and cash equivalents                         $   4,618      $   5,816
 Accounts receivable                                   4,893          3,915
 Prepaid expenses                                      1,045            371
 Prepaid federal income taxes                            425              -
 Inventories                                          38,934         34,450
 Deferred tax asset                                      180            173
                                                    ------------------------
Total current assets                                  50,095         44,725


Property and equipment:

 Land                                                  3,516          1,991
 Buildings and improvements                            8,485          6,366
 Furniture, fixture and equipment                      4,109          3,162
                                                    ------------------------
                                                      16,110         11,519
 Less accumulated depreciation                        (3,417)        (2,750)
                                                    ------------------------
                                                      12,693          8,769


Deferred tax asset                                        96            120

Goodwill, net of accumulated amortization
 of $290 in 1998 and $79 in 1997                       4,910          4,067
Noncompete agreements, net of 
 accumulated amortization of $396 in 
 1998 and $130 in 1997                                 1,292          1,308

Other assets                                              30            132

                                                    ------------------------
Total assets                                       $  69,116       $ 59,121
                                                    ------------------------
						F-3
<PAGE>

                                                          September 30

                                                      1998            1997
                                                    ------------------------

Liabilities
Current liabilities:
 Bank overdraft                                    $       -       $    272
 Accounts payable                                      1,697          2,238
 Accrued liabilities                                   2,512          2,929
 Amounts due for purchase of business                  2,117          1,430
 Federal income taxes payable                              -          1,081
 Unearned revenue                                      1,272            522
 Current portion of notes payable and 
  other short-term obligations                        26,105         21,447
                                                    ------------------------
Total current liabilities                             33,703         29,919

Notes payable, less current portion                    4,980          5,145


Stockholders' equity:
 Serial preferred stock, $.01 par 
  value, 1,000,000 shares authorized, 
  no shares issued or outstanding                          -              -
 Common stock, $.01 par value, 
  50,000,000 shares authorized, 
  4,285,063 and 4,224,867 issued and 
  outstanding at September 30, 1998 
  and 1997, respectively                                  43             42
 Paid-in capital                                      13,816         13,004
 Retained earnings                                    16,574         11,011
                                                    ------------------------
Total stockholders' equity                            30,433         24,057
                                                    ------------------------
Total liabilities and stockholders' equity         $  69,116       $ 59,121
                                                    ------------------------


See accompanying notes.
						F-4
<PAGE>

                    Travis Boats & Motors, Inc. and Subsidiaries

                         Consolidated Statements of Income
                          (in thousands, except share data)




                                                  Year ended September 30

                                              1998         1997         1996
                                            ----------------------------------

Net sales                                   $ 131,740   $  91,309   $  64,555

Cost of sales                                  96,839      67,354      48,072
                                            ----------------------------------
Gross profit                                   34,901      23,955      16,483

Selling, general and 
administrative expenses                        22,630      15,562      10,857
Depreciation and amortization                   1,260         913         564
                                            ----------------------------------
                                               23,890      16,475      11,421

Operating income                               11,011       7,480       5,061

Interest expense                               (2,310)     (1,354)     (1,289)

Other income (expenses)                            80         (12)         61
                                            ----------------------------------

Income before income taxes                      8,781       6,114       3,833

Income taxes                                    3,218       2,132       1,450
                                            ----------------------------------

Net income                                  $   5,563   $   3,982   $   2,383
                                            ----------------------------------


Earnings per share:

 Basic                                      $    1.31   $    .96    $     .78
                                            ----------------------------------
 Diluted                                    $    1.26   $    .94    $     .78
                                            ----------------------------------

See accompanying notes.
						F-5				
<PAGE>


<TABLE>
<CAPTION>
 
                                      Travis Boats & Motors, Inc. and Subsidiaries

                                    Consolidated Statements of Stockholders' Equity
                                            (in thousands, including share data)


                                  Common Stock             Paid-in       Retained
                              Shares         Amount        Capital       Earnings         Total
                              -----------------------------------------------------------------
<S>                           <C>          <C>           <C>           <C>          <C>
Balance at September 30,1995     2,684     $     27      $     139     $    4,646   $     4,812
 Issuance of common stock        1,453           14         13,062              -        13,076
 Common stock issuance costs         -            -         (1,674)             -        (1,674)
 Net income                          -            -              -          2,383         2,383
                              -----------------------------------------------------------------
Balance at September 30,1996     4,137           41         11,527          7,029        18,597
 Issuance of common stock in
  purchase of business              88            1          1,477              -         1,478
 Net income                          -            -              -          3,982         3,982
                              -----------------------------------------------------------------
Balance at September 30,1997     4,225           42         13,004         11,011        24,057
 Issuance of common stock           40            1            462              -           463
 Issuance of common stock in 
  purchase of business              20            -            350              -           350
 Net income                          -            -              -          5,563         5,563
                              -----------------------------------------------------------------
Balance at September 30,1998     4,285     $     43      $  13,816     $   16,574   $    30,433
                              -----------------------------------------------------------------

</TABLE>
See accompanying notes.
						F-6
<PAGE>

                       Travis Boats & Motors, Inc. and Subsidiaries

                           Consolidated Statements of Cash Flows
                                     ($ in thousands)





                                                  Year ended September 30

                                              1998         1997         1996
                                            ----------------------------------
Operating activities
Net income                                  $   5,563   $   3,982   $   2,383
Adjustments to reconcile net income
 to net cash provided by (used in)
 operating activities:
  Depreciation                                    807         780         489
  Amortization                                    453         133          75
  Changes in operating assets and 
   liabilities:
    Accounts receivable                          (978)     (1,995)       (284)
    Prepaid assets                               (674)       (244)        (53)
    Inventories                                  (416)     (5,166)     (6,153)
    Other assets                                  105         (18)         (4)
    Deferred tax asset                             17         (92)        (63)
    Accounts payable                             (570)      1,453        (222)
    Accrued liabilities                          (689)        884         201
    Federal income tax 
     payable/prepaid                           (1,506)        128         377
    Unearned revenue                              750        (653)      1,174
                                            ----------------------------------
Net cash provided by (used in)
 operating activities                           2,862        (808)     (2,080)


Investing activities
Purchase of businesses                         (4,522)     (3,477)       (263)
Purchase of property and equipment             (4,301)     (2,256)     (1,135)
                                            ----------------------------------
Net cash used in investing activities          (8,823)     (5,733)     (1,398)


						F-7
<PAGE>

                         Travis Boats & Motors, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows (continued)


                                                  Year ended September 30

                                              1998         1997         1996
                                            ----------------------------------
Financing activities
Net increase (decrease) in notes
 payable and other short-term 
 obligations                                $   4,300   $  10,824   $  (7,389)
Net proceeds from issuance of common 
 stock                                            463           -      11,404
                                            ----------------------------------
Net cash provided by financing activities       4,763      10,824       4,015

Change in cash and cash equivalents            (1,198)      4,283         537
Cash and cash equivalents, beginning 
 of year                                        5,816       1,533         996
                                            ----------------------------------
Cash and cash equivalents, end of year      $   4,618   $   5,816   $   1,533


See accompanying notes.
						F-8
<PAGE>

1. Summary of Significant Accounting Policies

Description of Business and Consolidation

Travis Boats & Motors, Inc. (the "Company") based in Austin, Texas, is a 
retailer of boats, motors, trailers and related watersport accessories. 
The Company operates locations in the southern region of the United 
States. The consolidated financial statements include the accounts of the 
Company and its wholly-owned subsidiaries. All significant intercompany 
accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amounts reported in the financial statements 
and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company records revenue on sales of boats, motors, trailers, and 
related watersport parts and accessories upon delivery to the customer 
and transfer of title at the closing of the transaction.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all 
investments with maturities of ninety days or less when purchased to be 
cash equivalents.

Inventories

Inventories consist of boats, motors, trailers and related watersport 
parts and accessories. Inventories are carried at the lower of cost or 
market. Cost for boats, motors and trailers is determined using the 
specific identification method. Cost for parts and accessories is 
determined using the first-in, first-out method.  The Company has 
recorded a valuation allowance for inventories of $273,000 at September 
30, 1998 and $74,000 at September 30, 1997.

						F-9
<PAGE>

1. Summary of Significant Accounting Policies (continued)

Property and Equipment

Property and equipment are stated at cost. Provisions for depreciation 
are determined using double-declining balance and straight-line methods. 
The Company uses estimated useful lives of 5 - 20 years for buildings and 
improvements and 5 - 10 years for furniture, fixtures and equipment. 

Income Taxes

In accordance with Statement of Financial Accounting Standards No. 109, 
Accounting for Income Taxes, deferred income taxes are provided for 
temporary differences between the basis of assets and liabilities for 
financial reporting purposes and for income tax return purposes.

Intangible Assets

Amounts assigned to intangible assets are amortized over the respective 
estimated useful lives using the straight-line method as follows:

    Noncompete agreements          5 to 7 years
    Goodwill                       15 to 25 years

Goodwill and other intangible assets are recorded at the lower of 
unamortized cost or fair value. Management reviews the valuation and 
amortization of intangible assets on a periodic basis, taking into 
consideration any events or circumstances which might result in 
diminished fair value. If this review indicates goodwill will not be 
recoverable, as determined by the undiscounted cash flows of the entity 
acquired over the remaining amortization period, the carrying value of 
the goodwill is reduced by the estimated shortfall of cash flows.

						F-10
<PAGE>

1. Summary of Significant Accounting Policies (continued)

Accounts Receivable

Accounts receivable potentially expose the Company to concentrations of 
credit risk, as defined by the Statement of Financial Accounting 
Standards No. 105, Disclosure of Information about Financial Instruments 
with Off-Balance Sheet Risk and Financial Instruments with Concentrations 
of Credit Risk. Accounts receivable consist primarily of amounts due from 
financial institutions upon sales contract funding and amounts due from 
vendors under rebate programs. There was no allowance for doubtful 
accounts recorded at September 30, 1998 and 1997.

Pre-opening Costs

Pre-opening costs related to new store locations are expensed as 
incurred.

Significant Suppliers

The Company purchased substantially all of its new outboard motors for 
use on its Travis Edition boat packages in fiscal 1998, 1997 and 1996 
from a single outboard motor manufacturer.

Approximately 18%, 34% and 23% of the Company's net purchases in fiscal 
1998, 1997 and 1996, respectively,  were from a single boat supplier.

Advertising Costs

Advertising costs are expensed as incurred and were approximately 
$643,000, $829,000 and $508,000 during the fiscal years ended September 
30, 1998, 1997 and 1996, respectively.

Notes Payable and Other Short-Term Obligations

Interest expense on notes payable and other short-term obligations is 
recorded as incurred. No interest expense is recorded during portions of 
the year on certain floor plan payables which include noninterest bearing 
payment terms.

						F-11
<PAGE>

1. Summary of Significant Accounting Policies (continued)

Unearned Revenue

Amounts received from vendors in connection with agreed upon rebates or 
discounts are deferred until the related product is sold and such rebate 
or discount is earned.

Net Income Per Common Share

In 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 128, Earnings Per Share. Statement 128 
replaced the previously reported primary and full diluted earnings per 
share with basic and diluted earnings per share. Unlike primary earnings 
per share, basic earnings per share excludes any dilutive effects of 
options, warrants, and convertible securities. Diluted earnings per share 
is very similar to the previously reported fully diluted earnings per 
share. All earnings per share amounts for all periods have been 
presented, and restated where necessary, to conform to the Statement 128 
requirements.


                                                  Year ended September 30

                                              1998         1997         1996
                                            ----------------------------------

                                          (in thousands, except per share data)
Numerator:
 Net income                                 $   5,563   $   3,982   $   2,383
Denominator:						=============================
 Denominator for basic earnings 
 per share - weighted average shares            4,250       4,137       3,043
Effect of dilutive securities:
 Employee stock options                           168         115           -
                                            ----------------------------------
Denominator for diluted earnings 
 per share - adjusted weighted 
 average shares and assumed conversions         4,418       4,252       3,043
								=============================
Basic earnings per share                    $    1.31   $     .96    $    .78
Diluted earnings per share                  $    1.26   $     .94    $    .78

						F-12
<PAGE>

2. Notes Payable and Other Short-Term Obligations

Notes payable and other short-term obligations consist of the following 
(in thousands):


                                                          September 30
                                                    1998              1997
                                                 ----------------------------
Floor plans payable to commercial 
 finance companies under revolving
 line of credit agreements with interest
 ranging from 0% to prime minus .50% with 
 no stated maturity date.                        $    10,148     $    14,422
Note payable to bank under a $55 million
 revolving line of credit agreement with
 interest ranging from prime minus .375%
 to prime minus 1.34%, due October 1999.              15,000           6,000
Notes payable (see terms below)                        5,937           6,170
                                                 ----------------------------
Total notes payable and other short-term
 obligations                                          31,085          26,592
Less current portion                                 (26,105)        (21,447)
                                                 ----------------------------
Total notes payable and other short-term
 obligations, less current portion               $     4,980    $      5,145

The floor plans payable are secured by specific boat, motor and trailer 
inventory, as well as general security filings on all inventory and 
certain equipment. The floor plans payable to commercial finance 
companies include noninterest bearing payment terms for part of the 
calendar year (typically the months of August through May). As of 
September 30, 1998 and 1997, the amount of noninterest bearing floor 
plans payable to finance companies was $3,488,888 and $8,579,509, 
respectively.

Floor plans payable of certain of the Company's subsidiaries are 
guaranteed by the Company. The Company is significantly limited as to 
annual dividends for preferred and common stock.

The weighted average interest rate on floor plan payables and revolving 
lines of credit outstanding as of September 30, 1998 and 1997 is 4.8% and 
5.3%, respectively.

                                                F-13
<PAGE>

2. Notes Payable and Other Short-Term Obligations (continued)

Notes payable consist of the following (in thousands):


                                                          September 30
                                                    1998              1997
                                                 ----------------------------

Mortgage notes payable to various banks,
 organizations and individuals under deeds
 of trust with interest ranging from 5.0% 
 to prime plus 1% due in installments ranging
 from $1,225 monthly including interest to 
 $30,114 semiannually plus interest, maturing
 beginning in September 1999.                    $     3,480      $    4,140

Notes payable to various banks, a corporation
 and an individual for vehicles, equipment and 
 leasehold improvements with interest ranging
 from 7.1% to 9.5%, due in installments ranging
 from $485 monthly to $62,500 quarterly,
 maturing beginning in November 1998.                  1,030             260

Acquisition related notes payable to
 individuals and corporations with interest
 ranging from 8.25% to 8.75%, due in monthly 
 principal and interest installments ranging
 from $291 to $12,770, maturing beginning in
 January 1999.                                         1,427           1,770
                                                 ----------------------------
Total notes payable                              $     5,937      $    6,170
                                                 ----------------------------

Certain notes payable are secured by assets of the Company including 
inventory, accounts receivable, equipment, leasehold improvements, 
vehicles, land and buildings. Notes payable of certain of its 
subsidiaries are guaranteed by the Company.

At September 30, 1998, approximately 64.8% of the Company's notes payable 
and other short-term obligations bear interest at variable rates, 
generally tied to a reference rate such as the prime rate of interest of 
certain banks.  Accordingly, the Company believes that the carrying 
amount of the  notes payables and other short term obligations 
approximates their fair value.

Interest paid approximates interest expense during 1998, 1997 and 1996.

                                                F-14
<PAGE>

2. Notes Payable and Other Short-Term Obligations (continued)

Aggregate annual maturities required on notes payable at September 30, 
1998 are as follows (in thousands):

        Year ending
        September 30
        ------------

            1999                   $       957
            2000                           898
            2001                           886
            2002                         1,630
            2003                           227
         Thereafter                      1,339
                                   -----------
                                   $     5,937
                                   -----------

3. Leases

The Company leases various facilities under operating leases. Rent 
expense (in thousands) was $1,188 in 1998, $546 in 1997 and $264 in 1996. 
Generally, the leases provide for renewals for various periods at 
stipulated rates. Future minimum rentals due under noncancelable leases 
are as follows for each of the years ending September 30 (in thousands):

            1999                   $     1,018
            2000                           898
            2001                           744
            2002                           551
            2003                           178
          Thereafter                       399

                                                F-15
<PAGE>

4. Acquisitions

The Company has made various acquisitions during the three year period 
ended September 30, 1998. All of the acquisitions were asset purchases 
(except for Adventure Marine, which was a stock purchase) and have been 
accounted for using the purchase method of accounting. The operating 
results of the companies acquired have been included in the consolidated 
financial statements from the respective date of acquisition. The assets 
acquired generally include boat, motor and trailer inventory, parts and 
accessories inventory and to a lesser extent, property, plant and 
equipment. A summary of the Company's significant acquisitions follows:


<TABLE>
<CAPTION>


                                                    Non-compete                      
                   Date of    Purchase   Tangible    Agreements     Cash     Liabilities     Notes      Stock
Name of Company  Acquisition   Price    Net Assets  and Goodwill    Paid       Assumed       Issued     Issued
---------------  -----------  --------  ----------  ------------  --------   -----------   --------    -------
                                     (In Thousands)
<S>              <C>          <C>       <C>         <C>           <C>        <C>           <C>         <C>
Fiscal 1998
-----------

Southeastern       11/97      $  1,730  $    1,390  $        280  $  1,606   $         -   $    124   $     -
Marine

Worthen Marine     12/97           287         142           145       287             -          -         -

HnR Marine         04/98           359         359             -       359             -          -         -

Moore's Marine     05/98           777         376           401       777             -          -         -

Rodgers Marine     09/98         2,443       2,093           350       327         1,766          -       350


Fiscal 1997
-----------

North Alabama 
Watersports        10/96           892         687           205       812             -         80         -

Tri-Lakes Marine   11/96         3,180       1,892           644       643         1,937        600         -

Bent's Marine      02/97         1,519         840           679     1,064             -        455         -

McLeod Marine      08/97           958         730           228       958             -          -         -

Adventure Marine   09/97         8,226       5,536         2,690     1,430         5,203        115     1,478


Fiscal 1996
-----------

Red River Marine   09/95         2,955       1,905         1,050       917           438      1,600         -

Clays Boats &
Motors             12/95           329         241            88       263             -         66         -

</TABLE>

                                                F-16
<PAGE>

5. Income Taxes

Deferred income taxes reflect the net tax effects of temporary 
differences between the carrying amounts of assets and liabilities for 
financial reporting purposes and the amounts used for income tax 
purposes. Significant components of the Company's deferred tax 
liabilities and assets are as follows (in thousands):


                                            September 30
                                       1998             1997
                                      -------------------------

Deferred tax assets:
 Book over tax depreciation           $    96         $    120
 Accrued salaries and wages               180              173
                                      -------------------------
Total deferred tax assets                 276              293
Valuation allowance for 
 deferred tax assets                        -                -
                                      -------------------------
Net deferred tax assets               $   276         $    293

Significant components of the provisions for income taxes are as follows 
(in thousands):


                                        Year ended September 30
                                 1998             1997              1996
                                 ----------------------------------------

Current expense:
 Federal                         $  2,791       $  1,993        $  1,342
 State                                410            231             171
                                 ----------------------------------------
Total current expense               3,201          2,224           1,513


Deferred expense (benefit):
 Federal                               17            (83)            (56)
 State                                  -             (9)             (7)
                                 ----------------------------------------
Total deferred expense
 (benefit)                             17            (92)            (63)
                                 ----------------------------------------

Total provision for income
 taxes                           $  3,218       $  2,132        $  1,450
                                 ----------------------------------------


                                                F-17
<PAGE>
5. Income Taxes (continued)

The differences between the effective tax rate and the U.S. federal 
statutory rate of 34% are reconciled as follows (in thousands):


                                        Year ended September 30
                                 1998             1997              1996
                                 ----------------------------------------
Income tax expense at the 
 federal statutory rate          $  2,986       $  2,079        $  1,303
State income taxes                    410            223             164
Other                                (178)          (170)            (17)
                                 ----------------------------------------
                                 $  3,218       $  2,132        $  1,450

Income taxes paid (in thousands) were approximately $4,207, $1,900 and 
$1,088 in the fiscal  years ended September 30, 1998, 1997 and 1996, 
respectively.

6. Stockholders' Equity

In March 1995, the Company granted options to purchase shares of the 
Company's common stock to certain officers of the Company which vest over 
five years.

Effective December 14, 1995, the Company adopted an Incentive Stock 
Option Plan which provides for the granting of options to directors, 
officers, and key employees to purchase shares of the Company's common 
stock. The Company has reserved 200,000 shares of common stock for 
issuance under such plan.

The Company has elected to follow Accounting Principles Board No. 25, 
Accounting for Stock Issued to Employees (APB 25), and related 
interpretations in accounting for its employee stock options because, as 
discussed below, the alternative fair value accounting provided for under 
FASB Statement No. 123, Accounting for Stock-Based Compensation 
(Statement 123), requires use of option valuation models that were not 
developed for use in valuing employee stock options. Under APB 25, 
because the exercise price of the Company's employee stock options equals 
market price of the underlying stock on the date of grant, no 
compensation expense is recognized.

                                                F-18
<PAGE>
6. Stockholders' Equity  (continued)

Pro forma information regarding net income and earnings per share is 
required by Statement 123, which also requires that the information be 
determined as if the Company had accounted for its employee stock options 
granted subsequent to September 30, 1995 under the fair value method 
prescribed by Statement 123. The Company has evaluated the effects of 
Statement 123 and determined that it does not have a material effect on 
the Company's statement of income or earnings per share.

Total option activity for the years ended September 30, 1998, 1997 and 
1996:

                                                              Weighted 
                                                  Range of      Average 
                                   Number of      Exercise     Exercise
                                    Shares         Prices       Price
                                   ------------------------------------

Outstanding at September 30,1995    133,867        $5.25        $5.25
 Granted                            110,999        $9.00        $9.00
 Exercised                                -            -            -
 Forfeited                          (13,333)       $9.00        $9.00
                                   ---------
Outstanding at September 30,1996    231,533     $5.25-$9.00     $6.83

 Granted                             38,500    $10.00-$17.00   $12.37
 Exercised                                -            -            -
 Forfeited                           (5,000)       $9.00        $9.00
                                   ---------
Outstanding at September 30,1997    265,033     $5.25-$17.00    $7.58
                                   
 Granted                            100,750    $15.00-$22.50   $20.83
 Exercised                          (36,200)    $5.25-$13.125   $6.42
 Forfeited                           (6,300)    $9.00-$13.125  $12.76
                                   ---------
Outstanding at September 30,1998    323,281     $5.25-$22.50   $11.75
                                   =========

Exercisable at September 30,1998     222,531    $5.25-$17.00    $7.20
                                   =========
Options available for grant 
 at September 30, 1998               211,020
                                   =========

Common stock reserved for 
issuance at September 30, 1998       534,301
                                   =========


                                                F-19
<PAGE>
6. Stockholders' Equity (continued)

The weighted-average remaining contractual life of options at September 
30, 1998 is approximately 7.91 years. Options outstanding at September 
30, 1998, are comprised of the following:


                                   Range of 
                                    Exercise 
             Options                 Prices
            -----------------------------------

             108,865                 $5.25
              80,666                 $9.00
              36,250              $9.50-$15.00
              97,500             $17.00-$22.50
             =======
             323,281

7. Related Party Transactions

The Company sells extended service contracts to its customers. For the 
period from January 1, 1994 through June 27, 1996, 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 reinsured these risks with 
Amerisure Property & Casualty, Ltd. ("Amerisure"), a company wholly owned 
by certain principal shareholders of the Company. These contracts are 
administered by First Extended Service Corporation ("FESC"), which 
contracts are insured by FESC's affiliate, FFG Insurance Co. ("FFG"). In 
conjunction with these agreements, the Company paid Amerisure 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 is then financially responsible for any repairs required 
pursuant to the extended service contract. The Company received a 
commission for each extended service contract that it sold. No extended 
service contract commissions have been received from Amerisure since the 
Company received $411,000 in fiscal 1996. The Company transferred the 
obligations under the extended service contracts sold subsequent to June 
27, 1996 to entities other than Ideal and Amerisure.

                                                F-20
<PAGE>
8. Commitments and Contingencies

The Company is currently involved in several matters regarding pending or 
threatened litigation in the normal course of business. Management does 
not expect the ultimate resolution of these matters to have a material 
adverse effect on the Company's consolidated financial statements.

9. Benefit Plan

In January 1995, the Company adopted a 401(k) retirement plan which is 
available to all full-time employees. The Company may, in its discretion, 
make matching contributions which the Company, in its discretion, 
determines from year to year. The Company's expenses related to the plan 
were not significant in the years ended September 30, 1998, 1997 and 
1996.

10.  New Accounting Pronouncements

In September 1997, the FASB issued SFAS No. 130, Reporting Comprehensive 
Income ("SFAS No. 130"). SFAS No. 130 establishes standards for reporting 
and display of comprehensive income and its components in a full set of 
general-purpose financial statements. SFAS No. 130 is effective for 
fiscal years beginning after December 15, 1997. The Company does not 
anticipate the adoption of SFAS No. 130 will have a material impact on the 
Company's financial position or results of its operations.

Also in September 1997, the FASB issued SFAS No. 131, Disclosures about 
Segments of an Enterprise and Related Information ("SFAS No. 131"). SFAS 
No. 131 establishes standards for the way that public business 
enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report selected 
information about operating segments in interim financial reports issued 
to stockholders. SFAS No. 131 is effective for financial statements for 
fiscal years beginning after December 15, 1997. The Company has not yet 
determined the impact, if any, of adopting  SFAS No. 131. 			

                                                F-21
<PAGE>
New Accounting Pronouncements (continued)

In September 1998, the FASB issued SFAS No. 133, Accounting for 
Derivative Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 
133 establishes accounting and reporting standards requiring that every 
derivative instrument (including certain derivative instruments embedded 
in other contracts) be recorded in the balance sheet as either an asset 
or liability measured at its fair value. SFAS No. 133 requires that 
changes in the derivative's fair value be recognized currently in 
earnings unless specific hedge accounting criteria are met. Special 
accounting for qualifying hedges allows a derivative's gains and losses 
to offset related results on the hedged item in the income statement, and 
requires that a company must formally document, designate, and assess the 
effectiveness of transactions that receive hedge accounting. Because of 
the Company's minimal use of derivative financial instruments, management 
does not anticipate that the adoption of SFAS No. 133 will have a 
material impact on the Company's consolidated results of operations, 
financial position or cash flows.

In April 1998, the Accounting Standards Executive Committee issued 
Statement of Position ("SOP") 98-5, Reporting on the Costs of Start-Up 
Activities. The SOP requires costs of start-up activities and 
organization costs to be expensed as incurred, and is effective for 
fiscal years beginning after December 15, 1998. The effects of adoption 
must be reported as a cumulative change in accounting principle. The 
Company expects that the impact of adoption will not be material to its 
financial position or results of operations.

                                                F-22
<PAGE>

                                 EXHIBIT 23.1


                      Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Incentive Plan of Travis Boats & Motors,
Inc. of our report dated November 24, 1998, with respect to the consolidated
financial statements of Travis Boats & Motors included in the Annual Report
(Form 10-K) for the year ended September 30, 1998.


                                         /s/   Ernst & Young LLP

Austin, Texas
December 23, 1998

<PAGE>
					EXHIBIT 27.1

[ARTICLE]                           5
[MULTIPLIER]                        1,000


<PERIOD TYPE>                       12-MOS                   12-MOS
<FISCAL YEAR-END>                   SEP-30-98               SEP-30-97
[PERIOD-START]                      OCT-01-97               OCT-01-96
[PERIOD-END]                        SEP-30-98               SEP-30-97
[CASH]                              4,618                   5,816
[SECURITIES]                        0                       0
[RECEIVABLES]                       4,893                   3,915
<ALLOWOWANCES>                      0                       0
[INVENTORY]                         38,934                  34,450
[CURRENT-ASSETS]                    50,095                  44,725
[PP&E]                              16,110                  11,519
[DEPRECIATION]                      3,417                   2,750
[TOTAL-ASSETS]                      69,116                  59,121
[TOTAL-LIABILITIES]                 38,683                  35,064
[BONDS]                             4,980                   5,145
[PREFERRED-MANDATORY]               0                       0
[COMMON]                            43                      42
[OTHER-SE]                          30,390                  24,015
[TOTAL-LIABILITY-AND-EQUITY]        69,116                  59,121     
			
[SALES]                             131,740                 91,309
[TOTAL-REVENUES]                    131,740                 91,309
[CGS]                               <96,839>                <67,354>
[TOTAL-COSTS]                       <96,839>                <67,354>
[OTHER-EXPENSES]                    <23,890>                <16,475>
[LOSS-PROVISION]                    0                       0
[INTEREST-EXPENSE]                  <2,310>                 <1,354>
[INCOME-PRETAX]                     8,781                   6,114
[INCOME-TAX]                        <3,218>                 <2,132>
[INCOME-CONTINUING]                 5,563                   3,982
[DISCONTINUED]                      0                       0
[EXTRAORDINARY]                     0                       0
[CHANGES]                           0                       0 
[NET-INCOME]                        5,563                   3,982
<EPS-BASIC>                        1.31                     .96
[EPS-DILUTED]                      1.26                     .94