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

                                 FORM 10-K/A

                               Amendment No. 2


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

                  For the Fiscal Year Ended September 30, 1997

           [  ]    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                                         74-2024798
 State or other jurisdiction of                  (I.R.S. Employer
 incorporation of organization)                   Identification Number)

             5000 Plaza on the Lake, Suite 250, Austin, Texas  78747
                 (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 and 15(d) of the Securities and 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that Registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.  Yes [X] 
No [__]

  Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this 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 
January 26, 1998, (based upon the last reported price of $23.00 per 
share) was approximately $56,187,229 on such date.
  The number of shares of the issuer's Common Stock, par value $.01 per 
share, outstanding as of January 26, 1998 was 4,228,471 of which 
2,442,923 shares were held by non-affiliates.
<PAGE>

                                PART III

Item 10.  Directors and Executive Officers

	The Company's Bylaws provide that the affairs of the Company shall 
be conducted by a Board of Directors composed of seven members and 
empower the Board to increase or decrease the number of directors by 
resolution adopted by a majority of the Board.  The Board in its 
discretion and in accordance with such authority has fixed its size at 
seven members.  The Board of Directors is divided into three classes, 
designated as Class A, Class B and Class C.  The members of each class of 
directors serve for staggered three-year terms.  Messrs. Bohls and 
Simpson are currently Class A directors and will stand for reelection at 
the 2000 annual stockholders meeting.  Messrs. Spradling, Gurasich and 
McClendon are currently Class B directors and are to stand for election 
at the 1998 annual stockholders meeting.  Messrs. Walton and Siddons are 
currently Class C directors and will stand for election at the 1999 
annual stockholders' meeting.  The Class B directors elected at the 1998 
annual stockholders' meeting will hold office until the 2001 annual 
stockholders' meeting or until such director's successor shall be elected 
or appointed.  The affirmative vote of a plurality of holders of the 
outstanding shares of Common Stock represented at a meeting at which a 
quorum is present is required to elect each director nominee

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

                         
Name                          Age        Position                 
Mark T. Walton(1)(2)          46         Chairman of the Board and President
Ronnie L. Spradling(1)        54         Executive Vice President--New Store 
                                      Development and Director
Michael B. Perrine            34         Chief Financial Officer, Treasurer 
                                      and Secretary
E. D. Bohls(1)(2)             79         Vice Chairman of the Board
Joseph E. Simpson(1)(2)(3)    64         Director
Robert C. Siddons(1)(2)(4)    55         Director
Steven W. Gurasich,Jr.(3)(4)  49         Director
Zach McClendon, Jr.(3)(4)     60         Director

(1)	Member of the Nominations Committee.
(2)	Member of the Executive Committee
(3)	Member of the Audit Committee.
(4)	Member of the Compensation Committee.

	Mark T. Walton has served as President and as a director of the 
Company since 1980 and as Chairman of the Board since 1995.  From 1979 to 
1980, Mr. Walton served as the General Manager of the Company's 
Austin store.  Mr. Walton has over 27 years of retail boating experience.

	Ronnie L. Spradling has served as Executive Vice President of the 
Company since 1989 and as the Executive Vice President of New Store 
Development since 1994.  Mr. Spradling became a director in 1995.  Mr. 
Spradling previously served as the General Manager of Falcon Marine, Inc. 
(a subsidiary of the Company), located in Midland, Texas from 1982 to 
1988.  Mr. Spradling has over 30 years of experience in boat retailing 
operations.

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

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

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

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

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

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

Compliance with Section 16(a) of the Exchange Act

	During the fiscal year ended September 30, 1997, based on a review 
of Forms 3 and 4 furnished to the Company during its most recent fiscal 
year and Forms 5 furnished to the Company with respect to its most recent 
fiscal year, all reporting persons of the Company were in compliance with 
Section 16(a) of the Exchange Act, except as noted below.  Mr. Robert C. 
Siddons failed to file a Form 4 reflecting the sale of 20,000 shares of 
Common Stock in June 1997.  Mr. Zach McClendon, Jr. failed to file a Form 
4 reflecting the purchase of 7,600 shares of Common Stock in June 1997.

Item 11.  Executive Compensation

Compensation of Executive Officers

	The following table sets forth certain information with respect to 
the compensation awarded to, earned by or paid for services rendered to 
the Company in all capacities during the fiscal years ended September 30, 
1997, September 30, 1996 and September 30, 1995, with respect the 
Company's President, Mr. Walton, the Executive Vice President, Mr. 
Spradling, and the Chief Financial Officer, Mr. Perrine (collectively, 
the ("Named Executive Officers").  No other executive officers of the 
Company received annual compensation (including salary and bonuses 
earned) which exceeded $100,000 during the fiscal year ended September 
30, 1997.  




<TABLE>
<CAPTION>

                           Long-TermCompensation

                                                                       OTHER         SECURITIES
                     Principal    Fiscal                               ANNUAL        UNDERLYING
Name                 Position      Year      Salary        Bonus    COMPENSATION      OPTIONS   
-------------------  ------------ -------   ----------   --------   -----------      -----------
<S>                  <C>          <C>       <C>          <C>        <C>              <C>
Mark T. Walton       President     1997     $175,000     $55,500    $1,100(2)             --
                                   1996      129,250      45,034     4,177(2)

                                  1995(1)    108,000      45,000        --              20,267
                     


Ronnie L.            Executive     1997     $150,000     $58,300    $1,100(2)
Spradling            Vice          1996       96,900      45,034     1,578(2)             --
                     President    1995(1)     69,000      45,000       --               46,933 
                                                            
                                                          
      
Michael B.           Chief         1997      $90,000     $35,000      $625(2)            5,000
Perrine              Financial     1996       71,085      27,500       625(2)             --
                     Officer       1995       57,600      17,500       --               66,667
</TABLE>

(1)	Fiscal year 1995 was a nine-month period; dollar amounts shown have 
been annualized.
(2)	Principally 401(k) plan matching contribution.



Compensation of Directors

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


Options Granted in Last Fiscal Year

	The following table sets forth information concerning stock options 
granted by the Company to the Named Executive Officers during the fiscal 
year ended September 30, 1997.


<TABLE>
<CAPTION>
                           Individual Grants

                                                                                  Potential Realizable 
                    Number of      % of Total                                       Value at Assumed 
                    Securities       Options                                     Annual Rates of Stock 
                    Underlying      Granted to       Exercise                    Price Appreciation for
                     Options       Employees in       Price      Expiration         Option Term (1)    
Name                 Granted       Fiscal Year      ($/Share)      Date          5%         10%      
----------------    ----------     ------------     ---------    -----------     ---------- -----------
<S>                 <C>            <C>              <C>          <C>             <C>        <C>
Mark T. Walton           0            N/A              N/A            N/A            N/A         N/A

Ronnie L.                0            N/A              N/A            N/A            N/A         N/A
Spradling

Michael B.            5,000          14.9%           $10.50      3/11/2007       $33,010    $83,671
Perrine	

</TABLE>

_________________

(1)	These amounts are calculated based on certain assumed rates of 
annual compound stock price appreciation from the date the option 
was granted to the end of the option term.  Actual gains, if any, on 
stock option exercises and Common Stock holdings are dependent on 
the future performance of the Common Stock and overall stock market 
conditions.  There can be no assurance that the amounts reflected in 
this table will be achieved.  These calculations assume a fair 
market value of $10.50 per share of Common Stock at the date of 
grant.

Stock Option Exercises and Holdings

	The following table shows information regarding stock option 
exercises and unexercised options held as of the end of the fiscal year 
ended September 30, 1997 by the Named Executive Officers.  



<TABLE>
<CAPTION>
                                      
                        At September 30, 1997                          


                                     Number of Unexercised 
                                           Options             Value of In-the-Money Options  
                     Options             
Name*             Exercised*     Exercisable   Unexercisable   Exercisable*   Unexercisable*
--------------    ----------     -----------   -------------   ------------   --------------
<S>               <C>            <C>           <C>             <C>            <C>
Mark T. Walton        0             8,106          12,161        $122,603        $183,935

Ronnie L.             0            18,774          28,159        $283,957        $425,905
Spradling

Michael B.            0            26,667          45,000        $436,348        $688,671
Perrine(1)

</TABLE>
 
* Based on closing price of  $20.375  September 30, 1997.


Employment Agreements 

	The Company is the beneficiary of employment agreements with TBC 
Management, Ltd. (an affiliated partnership of the Company) and each of 
Mark T. Walton, Ronnie L. Spradling and Michael B. Perrine, providing, 
among other things, for three-year terms commencing in July 1996 and 
annual base salaries of $175,000 for Mr. Walton, $150,000 for Mr. 
Spradling and $90,000 for Mr. Perrine, respectively. In addition, Messrs. 
Walton, Spradling and Perrine have agreed to contractual confidentiality 
and noncompete provisions in their respective employment agreements, 
which will extend beyond termination of their employment for any reason. 
In the event any of these employees are terminated without ''cause,'' as 
such term is defined in the employee agreements, such employees will be 
entitled to payment of approximately three times their annual salary. 

	The employment agreements also provide that, if the consolidated 
income of Travis Boats before income tax expenses and non-recurring audit 
adjustments (the ''Pre-tax Income'') reflects growth in excess of 20% 
over the previous fiscal year, Messrs. Walton and Spradling will each 
receive a bonus of 2% of the Pre-tax Income and Mr. Perrine will receive 
a bonus of 1% of the Pre-tax Income. If the Pre-tax Income does not 
reflect growth of 20%, the bonus for each individual will be determined 
by the Board of Directors.

Compensation Committee Interlocks and Insider Participation 

	The Compensation Committee consists of Robert C. Siddons, Steven W. 
Gurusich, Jr. and Zach McClendon, Jr.  Mr. Robert C. Siddons served as 
the President of the Company from 1979 through 1985.  Mr. Zach McClendon, 
Jr. is an indirect majority owner and the Chairman of the Board of SeaArk 
Boats, Inc.  In fiscal year 1997, the Company purchased $2.4 million of 
boats from SeaArk, Inc.  The Company anticipates that this relationship 
will continue at the same level of activity in fiscal year 1998.  No 
member of the current Compensation Committee serves as an executive 
officer of the Company, or as a director of any entity, an executive 
officer of which serves on the Compensation Committee or as a director of 
the Company. 

Item 12.  Security Ownership of Certain Beneficial Owners and Management

	The following table sets forth certain information regarding the 
beneficial ownership of the Common Stock as of December 31, 1997 by (i) 
each director of the Company, (ii) each Named Executive Officer, (iii) 
each person known or believed by the Company to own beneficially 5% or 
more of the Common Stock and (iv) all directors and executive officers as 
a group.  Unless otherwise indicated, each person has sole voting and 
dispositive power with respect to such shares.

 
                                                     Percent 
                                  Number of        Beneficially
Name of Beneficial Owner         Shares(1)(2)         Owned    
-------------------------        ------------    ----------------

E. D. Bohls(3)                     506,027           12.0%

Robert C. Siddons(4)               360,130            8.5%

Mark T. Walton(5)                  375,574            8.9%

Joseph E. Simpson                  249,000            5.9%

Ronnie L. Spradling(6)             251,417            5.9

Steven W. Gurasich, Jr.(7)          13,333             *

Zach McClendon, Jr.(8)              20,933             *

Michael B. Perrine(9)                9,134             *
Wasatch Advisors, Inc.(10)         464,025           11.0%
Fleet Financial Group, Inc.(11)    217,600            5.1%
Downtown Associates, L.P.(12)      233,225            5.5%
Downtown Associates III, L.P.
Downtown Associates, L.L.C.
The Sweet Water Trust
The Phaedrus Foundation
Ronald Juvonen
Philip Timon 
Alfred Loomis, III
All executive officers and       1,785,548           42.2%
 directors as a group
(eight persons)(13)

_______________________
*  Less than 1%

(1)	Except as otherwise indicated, the persons named in the table have 
sole voting and investment power with respect to the shares of Common 
Stock shown as beneficially owned by them.  Beneficial ownership as 
reported in the above table has been determined in accordance with 
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), based on information furnished by the persons listed, 
and represents the number of shares of Common Stock for which a 
person, directly or indirectly, through any contract, management, 
understanding, relationship or otherwise, has or shares voting power, 
including the power to vote or direct the voting of such shares, or 
investment power, including the power to dispose or to direct the 
disposition of such shares, and includes shares which may be acquired 
upon the exercise of options within 60 days following January 28, 
1998.  The percentages are based upon 4,228,471 shares outstanding. 
Except as otherwise noted below, the address of each holder of 5% or 
more of the Common Stock is 5000 Plaza on the Lake, Suite 250, Austin, 
Texas, 78746.

(2)	Does not include options granted to Mark T. Walton, Ronnie L. 
Spradling and Michael B. Perrine to purchase 12,161, 28,159 and 40,000 
shares of Common Stock, respectively, which are not exercisable within 
60 days after January 28, 1998.

(3)	Includes 130,912 shares owned by Mr. Bohls' son, James Bohls, with 
respect to which Mr. E. D. Bohls controls the voting rights.  Mr. E. 
D. Bohls disclaims beneficial ownership of such shares.  Also includes 
30,816 shares held by trusts for the benefit of James Bohls' children 
of which James Bohls serves as trustee, but all voting rights have 
been retained by Mr. E. D. Bohls.

(4)	Includes 25,264 shares held by family trusts over which Mr. Siddons 
exercises sole voting and investment control.

(5)	Includes 8,106 shares subject to options exercisable within 60 days of 
January 28, 1998, 301,000 shares held in a family limited partnership, 
over which  Mr. Walton has sole voting control, and 3,268 shares owned 
and held in trust for Mr. Walton's children, for which the voting 
rights reside with Mr. Walton.
(6)	Includes 18,774 shares subject to options exercisable within 60 days 
of January 28, 1998.

(7)	Includes 13,333 shares subject to options exercisable within 60 days 
of January 28, 1998.

(8)	Includes 13,333 shares subject to options exercisable within 60 days 
of January 28, 1998.

(9)	Includes 1,666 shares subject to options exercisable within 60 days of 
January 28, 1998.

(10)	The address of Wasatch Advisors, Inc. is 68 South Main, Salt Lake 
City, Utah 84101.

(11)	The address of Fleet Financial Group, Inc. is One Federal Street, 
Boston, Massachusetts 02110. 

(12)	Voting power and dispositive power is shared among each of the 
shareholders listed.  The address of Downtown Associates, L.P., 
Dowtown Associates III, L.P., Downtown Associates, L.L.C., Ronald 
Juvonen, Philip Timon and Alfred Loomis, III is 920 East Baltimore 
Pike, Kennett Square, Pennsylvania 19348.  The address of the Sweet 
Water Trust and the Phaedrus Foundation is 36 West 44th Street, New 
York, New York 10036.

(13)	See Notes (5), (6), (7), (8) and (9).  Includes 55,212 shares subject 
to options exercisable within 60 days of January 28, 1998.


Item 13.  Certain Relationships and Related Transactions

	SeaArk Boats, Inc.  In fiscal year 1997, the Company purchased $2.4 
million of boats from SeaArk Boats, Inc. ("SeaArk").  SeaArk is wholly-
owned by UniGrace, Inc., which in turn is wholly-owned by McClendon 
Resources.  McClendon Resources is wholly-owned by Zach McClendon, a 
Director of the Company, and his children.  Mr. McClendon serves as the 
Chairman of the Board of SeaArk, UniGrace, Inc. and McClendon Resources. 
The Company anticipates that this relationship will continue at the same 
level in year 1998.

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

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

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


<PAGE>

SIGNATURES 

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

                                  TRAVIS BOATS & MOTORS, INC. 


                                  _____/S/____ 
                               By:
                                  Mark T. Walton 
                                  Chairman of the Board and President
                                 
Date: January 27, 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. 


   Signature                          Title                        Date 

/S/ MARK T. WALTON

Mark T. Walton         Chairman of the Board, President and    January 27, 1998
                      Director (Principal Executive Officer ) 


/S/ RONNIE L. SPRADLING
                                                                 
Ronnie L. Spradling     Executive Vice President-New Store     January 27, 1998
                             Development and Director 


/S/ MICHAEL B. PERRINE
                                                                 
Michael B. Perrine      Chief Financial Officer, Secretary     January 27, 1998
                        and Treasurer (Principal Financial
                           and  Accounting Officer ) 



/S/  E. D. BOHLS
                                                                 
E. D. Bohls              Vice Chairman of the Board            January 27, 1998
                              and Director                     


/S/   ROBERT C. SIDDONS
                                                                 
Robert C. Siddons                Director                      January 27, 1998


/S/   JOSEPH E. SIMPSON 

Joseph E. Simpson                Director                      January 27, 1998