SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

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

                  For the Quarterly Period Ended March 31, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                   TRANSITION PERIOD OF ________ TO ________.

                         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 or organization)                   Identification Number)



             5000 Plaza on the Lake, Suite 250, Austin, Texas 78746
                    (Address of principal executive offices)
       Registrant's telephone number, including area code: (512) 347-8787


             Securities registered pursuant to Section 12(b) of the
               Act: None Securities registered pursuant to Section
                                12(g) of the Act:

                          Common Stock, $.01 Par Value
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.        Yes  [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock as of the latest practicable date.

Common Stock $.01 par value - 4,413,027 shares as of May 11, 2000.

<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

Item 1. Financial Statements

Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data and stores                                  March 31,      September 30,
open)                                                                          2000             1999
                                                                          -------------    ----------------
                                                                           (unaudited)
ASSETS:
<S>                                                                          <C>                 <C>
      Current assets:
            Cash and cash equivalents                                        $   4,953           $   4,125
            Accounts receivable, net                                            17,497              12,421
            Inventories, net                                                   109,930              75,700
            Deferred tax asset                                                     136                 136
            Prepaid federal income taxes                                            75                   0
            Prepaid expenses and other                                           1,786               1,177
                                                                             ---------           ---------
              Total current assets                                             134,377              93,559

      Property and equipment:
            Land                                                                 5,819               5,819
            Buildings and improvements                                          12,498              11,069
            Furniture, fixtures and equipment                                    8,950               8,056
                                                                             ---------           ---------
                                                                                27,267              24,944
            Less accumulated depreciation                                       (5,490)             (4,529)
                                                                             ----------          ---------
                                                                                21,777              20,415

      Deferred tax asset                                                           121                 121

      Intangibles and other assets :
            Goodwill and non-compete agreements, net                            11,256              11,637
            Other assets                                                           557                 199
                                                                             ---------           ---------
              Total assets                                                   $ 168,088           $ 125,931
                                                                             =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
            Accounts payable                                                 $   5,674           $   3,613
            Accrued liabilities                                                  1,847               3,179
            Amounts due for purchase of business                                   977               2,134
            Income taxes payable                                                     0               2,820
            Unearned revenue                                                     1,292                 149
            Floor plan and revolving line of credit                            106,573              68,558
            Current portion of notes payable and other short-term                5,622                 989
            obligations
                                                                             ---------           ---------
              Total current liabilities                                        121,985              81,442

      Notes payable, less current portion                                        8,543               6,897

      Stockholders' equity
              Serial Preferred stock, $.01 par value, 1,000,000 shares
                 authorized, no shares outstanding
            Common Stock, $.01 par value, 50,000,000 authorized,
                 4,412,027 and 4,326,022 issued and outstanding at
                 March 31, 2000 and September 30, 1999, respectively                44                  43
            Paid-in capital                                                     15,501              13,816
            Retained earnings                                                   22,015              23,147
                                                                             ---------           ---------
              Total stockholders' equity                                        37,560              37,592

                                                                             ---------           ---------
              Total liabilities and stockholders' equity                     $ 168,088           $ 125,931
                                                                             =========           =========
</TABLE>
       See notes to unaudited condensed consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>

Travis Boats & Motors, Inc. and Subsidiaries
Unaudited  Condensed  Consolidated  Statements  of  Operations  (Unaudited)  (in
thousands, except share data and stores open)

                                                             Three months ended            Six months ended
                                                                 March 31,                      March 31,
                                                           2000           1999            2000           1999
                                                         -------------------------      -------------------------
<S>                                                      <C>            <C>              <C>           <C>
Net sales..............................................  $   57,385     $   43,965       $  81,012     $   56,062
Cost of goods sold.....................................      42,549         32,606          60,202         41,762
                                                         ----------     ----------      ----------     ----------

Gross profit...........................................      14,836         11,359          20,810         14,300
Selling, general and administrative....................      10,567          7,252          18,218         11,757
Depreciation and amortization..........................         629            404           1,253            819
                                                         ----------     ----------      ----------     ----------
                                                             11,196          7,656          19,471         12,576

Operating income.......................................       3,640          3,703           1,339          1,724
Interest expense.......................................      (1,768)          (948)         (3,142)        (1,503)
Other income/(expense).................................           8             31              17             59
                                                         ----------     ----------      ----------     ----------

Income/(Loss) before income taxes......................       1,880          2,806          (1,786)           280
Provision for income taxes.............................         690          1,029            (654)           103
                                                         ----------     ----------      ----------     ----------

Net Income (Loss)......................................  $    1,190     $    1,777      ($   1,132)    $      177
                                                         ===========    ==========      ==========     ==========

Basic Earnings/(Loss) Per Share........................  $     0.27     $     0.41      ($    0.26)    $     0.04
Diluted Earnings/(Loss) Per Share......................  $     0.27     $     0.40      ($    0.26)    $     0.04

Weighted average common shares ourstanding.............   4,412,027      4,288,019       4,394,168      4,286,794
Weighted average dilutive common shares outstanding....   4,487,134      4,429,629       4,394,168      4,421,564

Stores open at end of period...........................          39             32              39             32
                                                         ==========     ==========      ==========     ==========
</TABLE>

           See notes to unaudited condensed consolidated financial statements



<PAGE>


<TABLE>
<CAPTION>

Travis Boats & Motors, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flow
(in thousands)

                                                                                             Six months ended
                                                                                                 March 31,
                                                                                         2000                1999
                                                                                   ----------------------------------

Operating activities:
<S>                                                                                 <C>                   <C>
Net Income/(Loss)                                                                   ($   1,132)           $     177
Adjustments to reconcile net loss to net cash used in
  Operating activities:
      Depreciation..............................................................           830                  570
      Amortization..............................................................           423                  249
      Changes in operating assets and liabilities
             Accounts receivable................................................        (5,076)             (10,265)
             Prepaid expenses...................................................          (609)                (746)
             Inventories........................................................       (34,230)             (24,916)
             Other assets.......................................................          (358)                (207)
             Accounts payable...................................................         2,061                2,027
             Accrued liabilities................................................        (1,332)                 833
             Income tax benefit.................................................        (2,895)                   0
             Unearned revenue...................................................         1,143                  351

                                                                                    ----------            ---------
      Net Cash used in operating activities.....................................       (41,175)             (31,927)

      Investing Activities:
      Purchase of businesses....................................................           (94)              (4,898)
      Purchase of property and equipment........................................        (2,197)              (1,128)

                                                                                   -----------            ---------
      Net cash used in investing activities                                             (2,291)              (6,026)

      Financing activities:
      Net increase in notes payable and other short term obligations............        44,294               39,702
      Sale of common stock                                                                   0                   24
                                                                                   -----------            ---------
      Net cash provided by financing activities.................................        44,294               39,726
      Change in cash and cash equivalents.......................................           828                1,773
      Cash and cash equivalents, beginning of period............................         4,125                4,618

                                                                                   -----------            ---------
      Cash and cash equivalents, end of period..................................   $     4,953            $   6,391
                                                                                   ===========            =========

</TABLE>

       See notes to unaudited condensed consolidated financial statements

<PAGE>



                                 MARCH 31, 2000

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared  from the  records  of Travis  Boats & Motors,  Inc.  and  subsidiaries
(collectively,  the Company)  without audit. In the opinion of management,  such
financial  statements  include all  adjustments  (consisting  of only  recurring
accruals)  necessary to present fairly the financial position at March 31, 2000;
and the interim results of operations and cash flows for the three and six month
periods ended March 31, 2000 and 1999. The condensed  consolidated balance sheet
at September  30, 1999,  presented  herein,  has been  prepared from the audited
consolidated financial statements of the Company for the fiscal year then ended.

Accounting  policies  followed  by the Company  are  described  in Note 1 to the
audited  consolidated  financial  statements for the fiscal year ended September
30, 1999.  Certain  information and footnote  disclosures  normally  included in
financial  statements  have  been  condensed  or  omitted  for  purposes  of the
condensed consolidated interim financial statements.  The condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements,  including the notes  thereto,  for the fiscal year ended
September 30, 1999 included in the Company's annual Report on Form 10-K.

The results of  operations  for the three and six month  periods ended March 31,
2000 are not  necessarily  indicative of the results to be expected for the full
fiscal year.

NOTE 2 - 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 fully 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 where necessary, restated to conform to the
Statement 128 requirements.

Statement 128 requires the  calculation  of earnings per share to exclude common
stock equivalents when the inclusion of such would be anti-dilutive.  In the six
months ended March 31, 2000,  the  inclusion of common stock  equivalents  would
have been anti-dilutive  based upon the net loss posted by the Company. As such,
all common stock equivalents were excluded.

<TABLE>
<CAPTION>

The following table sets forth the computation of basic and diluted net loss per
share:

                                         Three Months Ended                 Six Months Ended
                                               March 31                         March 31
                                       2000              1999             2000            1999
                                       ----              ----             ----            ----

Numerator:
<S>                                 <C>                <C>             <C>             <C>

         Net income                 $1,190,000         $1,777,000      ($1,132,000)    $  177,000
Denominator:
         Denominator for basic
         earnings per share -
         weighted avg. shares        4,412,027          4,287,063        4,394,168      4,286,794

Effect of dilutive securities:
         Employee stock options         75,107            141,610        ---------        134,770
                                    -------------------------------------------------------------

Denominator for diluted earnings
         per share - adjusted
         weighted average shares     4,487,134          4,428,673        4,394,168      4,421,564
         and assumed conversions
                                    -------------------------------------------------------------

Basic earnings per share                  $.27               $.41            ($.26)          $.04

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

Diluted earnings per share                $.27               $.40            ($.26)          $.04

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

As of March 31, 2000,  the Company had issued and  outstanding  incentive  stock
options to certain  officers and  employees  totaling  89,500 shares which had a
strike price  exceeding the closing price of the Company's  common stock on such
date.  The 89,500 option shares have a weighted  average  strike price of $19.98
and a weighted average outstanding remaining life of 7.72 years.

The  Company's  unaudited   consolidated  results  of  operations  assuming  all
acquisitions  accounted for under the purchase method of accounting had occurred
on October 1, 1998 are as follows  for the three and six months  ended March 31,
1999 and 2000, respectively:

<TABLE>
<CAPTION>

                                    3 Mos. 3/31/99   3 Mos. 3/31/00    6 Mos. 3/31/99   6 Mos. 3/31/00
                                    --------------   --------------    --------------   --------------
<S>                                   <C>             <C>               <C>               <C>
Net Sales                             $57,656,000     $57,385,000       $79,679,000       $81,012,000
Net Income/(Loss)                     $ 2,046,000     $ 1,190,000       $  (471,000)      $(1,132,000)
Diluted earnings/(loss) per share           $0.46           $0.27            ($0.11)           ($0.26)
</TABLE>


The unaudited pro forma  results of operations  are presented for  informational
purposes only and may not  necessarily  reflect the future results of operations
of the  Company or what  results of  operations  would have been had the Company
owned and operated the business as of October 1, 1998.

NOTE 3 - ACQUISITIONS

The chart below summarizes  significant  acquisitions made by the Company during
the fiscal years ended September 30, 1999,  1998 and 1997. Each  acquisition was
completed  through an asset purchase (except for Adventure Marine in fiscal 1997
and Shelby  Marine in fiscal  1999,  which were  stock  purchases)  and has 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)

Fiscal 1999
-----------
<S>                           <C>         <C>       <C>            <C>       <C>        <C>          <C>     <C>
Amlin, Inc. dba Magic         01/99       $1,639    $6,019         $1,090    $1,639     $5,470       $ --    $   --
Marine
Sportsman's Haven             01/99        1,748     2,624            514     1,098      1,390        650        --
Pier 68 Marina                02/99          738     2,218            562       408      2,043        329        --
DSA Marine Sales &            04/99        2,147     4,798          1,597     2,147      4,248         --        --
Service dba The Boatworks
Shelby Marine, Inc.           06/99        1,334     3,426          1,050       809      3,142         --       525
The New 3 Seas, Inc.          09/99        1,103     1,419          1,100        --      1,416          3     1,100

Fiscal 1998
-----------
Southeastern Marine           11/97        1,730    $1,390         $  280    $1,606     $   --       $124     $  --
Worthen Marine                12/97          287       142            145       287         --         --        --
HnR Marine                    04/98          359       359              0       359         --         --        --
Moore's Marine                05/98          777       376            401       777         --         --        --
Rodgers Marine                09/98          677     2,093            350       327      1,766         --       350

Fiscal 1997
-----------
North Alabama Watersports     10/96          892       687         $  205       812         --         80        --
Tri-Lakes Marine              11/96        1.243     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        3,023     5,536          2,690     1,430      5,203        115     1,478

</TABLE>


NOTE 4 - COMPREHENSIVE INCOME

For the quarter ended March 31, 2000, Comprehensive Income equaled Net Income.

For the six  month  period  ended  March  31,  2000,  the  Company  recorded  no
comprehensive income items, therefore Comprehensive Net Loss equaled Net Loss.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

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  39 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  in 1979 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 34 additional store locations in the following states:  Texas

<PAGE>

(3), Arkansas (4), Louisiana (4), Alabama (2),  Tennessee (5),  Mississippi (1),
Florida  (13),  Georgia (1) and Oklahoma  (1).  Effective  January 1, 2000,  the
Company  consolidated  its store  facility in St.  Petersburg,  Florida into its
Clearwater,  Florida operations. In addition, the Company opened a new "de novo"
or start-up store location in Lighthouse Point (Pompano Beach area),  Florida on
March 20,  2000 and  another  location  in  Stuart,  Florida  on April 1,  2000.
Accordingly, the Company's store count has been adjusted to 39 store locations.

The Company custom designs and  pre-packages  approximately  75 different models
and combinations of popular brand-name boats, such as Larson, Wellcraft, Carver,
Bayliner,  Sprint, 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,  include  boats  ranging  in size  from 16 feet to over 30 feet in length
(with an  emphasis on the 16 to 25 foot  pleasure  boat  category).  Each Travis
Edition package has typically 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 to $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 of $25,000 or
less, the Company in limited  market areas and  quantities  does sell boats that
have retail  sales prices in excess of  $300,000.  Additionally,  as the Company
continues  to operate in Florida  and  enters  other  markets  along the Gulf of
Mexico or other new 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.

Results of Operations
---------------------

Quarter Ended,  March 31, 2000 Compared to the Quarter Ended, March 31, 1999 and
Six Months Ended,  March 31, 2000  Compared to the Six Months  Ended,  March 31,
1999.

         Net sales. Net sales increased by 30.4% to approximately  $57.3 million
in the second quarter of fiscal 2000 from $44.0 million in the second quarter of
fiscal 1999. For the six months ended,  March 31, 2000,  net sales  increased by
44.4% to $80.9  million from $56.1  million  during the same period of the prior
year.  Of the  increases in net sales,  approximately  $558,000 and $2.4 million
were  attributable  to a 1.7% and 6.9% growth in comparable  store sales for the
quarter  (23 stores in base) and six months (18 stores in base)  ended  March 31
2000, respectively.

General growth in overall sales volume was primarily the result of the increased
number of stores in operation during the periods (39 vs. 32), the  participation
in additional  season opening boat and recreation  shows, and a favorable mix of
Travis Edition boat sales that has resulted in a higher average sales price than
in the same  period  of the  prior  fiscal  year.  A  primary  component  in the
favorable  mix of Travis  Edition  boat  packages  sold has been the increase in
sales of the Company's  "Blue-water"  (off-shore) fishing boats, cruisers (boats
generally  exceeding  30 ft) and other  Travis  Edition  boating  packages.  The
"Blue-water"  fishing  boats and cruisers,  are generally  sold in the Company's
store locations serving coastal markets from Texas southeast to Florida.  As the
Company  continues to operate in Florida and enters  other  coastal type markets
along the Gulf of Mexico or the Atlantic  coast,  management  believes  that the
distribution  of  off-shore  fishing  boats  and  cruisers  will  increase  as a
percentage of net sales.

During the quarter and the six months  ended March 31,  2000,  the Company  also
experienced an increase in net sales related to parts/accessories, service labor
and used boats.  The Company has  continued  to develop  improved  point of sale
merchandising  and sales  awareness  of these  products.  This has  included the
continued  remodeling  and  development  of stores  into the  Travis  superstore
prototype  which  management  believes  allows for increased  merchandising  and
service capacities.

<PAGE>


Also, 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  contributed  $2.4
million, or 4.2%, of net sales in the second quarter of fiscal 2000, as compared
to $2.2 million or 5.0%, of net sales for the second quarter of the prior fiscal
year. For the six months ended,  March 31, 2000, net sales  attributable  to F&I
Products  contributed  $3.1  million,  or 3.8% of net  sales,  compared  to $2.5
million or 4.5% of net sales,  for the same period of the prior year.  While net
F&I sales have increased in actual dollars, management attributes the decline in
net F&I sales, as a percentage of total sales to various  factors  including the
following:  (i) a shift to a higher average  selling price of boats to customers
less desirous or in need of financing to fund their boat purchase,  (ii) selling
certain  boats that have sales  prices above the amount in which the lender will
pay a fee consistent with what is otherwise eligible to be earned by the Company
and (iii) active solicitation of boat loans from certain credit unions and other
"non-conventional"  financing  sources  offering  favorable  interest  rates and
financing terms. (see also: Gross Profit)

         Gross profit.  Gross profit  increased by 29.8% to $14.8 million in the
second  quarter of fiscal 2000 from $11.4  million in the same quarter of fiscal
1999,  while gross profit as a percent of sales  remained flat at  approximately
25.8% during the same periods.  For the six months ended,  March 31, 2000, gross
profit increased 44.8% to $20.7 million from $14.3 million in the same period of
the prior  year and during the same  period  gross  profit as a percent of sales
increased to 25.6% from 25.5%. The overall increase in gross profit as a percent
of sales for the six months  ended March 31, 2000 was  primarily  related to the
Company's  pricing  structure  which has  established  retail  prices at a level
designed to increase  profit margins and compensate  store level  management for
meeting and exceeding  pre-established  goals.  The Company also has  benefitted
from the net sales  attributable  to  traditionally  higher  gross  profit sales
categories  such as: F&I income,  over the counter  sales of parts & accessories
and service labor.

Net sales of these products  contributed $2.4 million,  or 16.2%, of total gross
profit in the second  quarter of fiscal  2000,  as compared  to $2.2  million or
19.3%,  of total gross  profit for the second  quarter of the prior fiscal year.
For the six months ended, March 31, 2000, net sales attributable to F&I Products
accounted for $3.1 million, or 15.0% of the total gross profit, compared to $2.5
million or 17.5%, for the same period of the prior year. Net sales  attributable
to F&I  Products  are  reported  on a net  basis,  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 44.8% to $10.5 million in second quarter of
fiscal 2000 from $7.3 million for the second  quarter of fiscal  1999.  Selling,
general and administrative expenses as a percent of net sales increased to 18.3%
in the second quarter of fiscal 2000 from 16.5% for the second quarter of fiscal
1999. Selling,  general and administrative expenses were $18.1 million, or 22.4%
as a percentage  of net sales,  for the six months ended March 31, 2000,  versus
$11.8  million,  or 21.0% as a percentage of net sales in the same period of the
prior fiscal year

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,  WAN data line charges,
health  insurance  costs and store  lease  expenses.  However,  the  increase in
selling, general and administrative expenses was partially offset by a reduction
in (i) sales  commission  percentages  as a percent  of net sales  through a new
commission structure and (ii) advertising expenses through the centralization of
all advertising expenditures and the utilization of an advertising agency.

<PAGE>


         Depreciation and amortization  expenses.  Depreciation and amortization
expenses  increased  by 55.7% to $629,000  in the second  quarter of fiscal 2000
from  $404,000  for  the  second  quarter  of  fiscal  1999.   Depreciation  and
amortization  expenses as a percent of net sales increased to 1.1% in the second
quarter  of fiscal  2000  from  0.9% for the  second  quarter  of  fiscal  1999.
Depreciation and amortization  expenses, as a percentage of net sales, increased
to 1.6% for the six months ended March 31, 2000,  versus 1.5% in the same period
of the prior fiscal year.

Depreciation and amortization expenses increased as a percentage of net sales in
the quarter and for the six months ended, March 31, 2000,  primarily as a result
of  the  increased  depreciable  assets  (including  buildings,   equipment  and
leasehold improvements) and goodwill/noncompete amortization expenses associated
with six acquisitions and four de novo stores consummated in fiscal 1999.

         Interest  expense.  Interest expense,  in actual dollars,  increased to
$1.8  million in the second  quarter of fiscal 2000 from  $948,000 in the second
quarter  of fiscal  1999,  while  interest  expense  as a  percent  of net sales
increased  to 3.1% from 2.2% of net sales in the second  quarter of both  fiscal
2000 and fiscal  1999,  respectively.  For the six months  ended March 31, 2000,
interest expense  increased to $3.1 million from $1.5 million in the same period
of the prior year and  interest  expense as a percent of net sales  increased to
3.9% from 2.7%.  The increase was  primarily the result of the  additional  debt
incurred to support  inventory  requirements  for the larger store network and a
significant rise in short term interest rates compared to the prior year.

         Net Income. Net income was $1.2 million in the second quarter of fiscal
2000, a decrease of 33.3% from net income of $1.8 million for the second quarter
of fiscal 1999. Accordingly, net income, as a percent of net sales, decreased to
2.1% from 4.0% for the second quarter of fiscal 2000 and 1999, respectively. For
the six month period ended,  March 31, 2000, the Company  reported a net loss of
$1.1 million,  a decrease of  approximately  $1.3 million from the net income of
$177,000 posted in the year earlier period.

Although  the  Company  reported a 30.4% and 44.4%  increase  in revenues in the
quarter  and year to date  ended,  March 31,  2000 over the same  periods of the
prior year,  and  maintained  stable to slightly  improved  gross profit margins
within  those  same  periods,  net  income  was  negatively  affected  by higher
operating expenses associated with a larger store network and increased interest
expenses  resulting  from a larger  debt  burden and an  increase  in short term
interest rates.

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 credit  facilities.  At March
31, 2000, the Company had working  capital of $12.4 million,  centered in $109.9
million   in    inventories,    offset   by   $106.6   million   in   short-term
revolving/floorplan  credit  lines  outstanding.  As  of  March  31,  2000,  the
aggregate  maximum  borrowing  limits  under floor plan and  revolving  lines of
credit were approximately  $116.0 million,  of which the Company was eligible to
borrow  approximately  an aggregate of $112.0 million  pursuant to the Company's
borrowing base formulas.

Operating  activities  used cash of $41.2  million  for the first six  months of
fiscal 2000 due primarily to the net increases of $34.2 million in  inventories,
$5.1  million  in  receivables  and the  reported  net  loss.  Inventory  growth
traditionally builds during the first and second quarters in preparation for the
selling season which begins with boat and recreation  shows occurring in January
and  February in certain  market areas in which the Company  conducts  business.
Merchandise  inventories  were $109.9  million and $75.7 million as of March 31,
2000 and September 30, 1999, respectively.  This inventory level generally falls
to an annual low point during the fourth fiscal quarter.  The increased accounts
receivable  levels  reported  at March 31,  2000 were  primarily  the  result of
contracts  in  transit  generated  from the  retail  sale of a boat.  Thus,  the
contracts in transit are generally due from financial  institutions  that handle
the financing on customer purchases.

The Company used net cash in investing  activities of approximately $2.2 million
in the first six months of fiscal  2000 as the  Company  continued  to  renovate
stores to superstore  standards,  update  certain  facilities  with its standard

<PAGE>


superstore  trade dress  awnings and neon,  and  continued  construction  of new
superstore  facilities  in San Antonio  (which will  replace  the  existing  San
Antonio location) and Clearwater, Florida.

Financing  activities  for the six months ended,  March 31, 2000 provided  $44.3
million of cash flows  primarily  from the net proceeds of borrowings  under the
Company's credit facilities.

Effective January 31, 2000 the Company terminated and paid-off its $55.0 million
line of credit  with Bank of America as well as its $47.0  million in floor plan
lines  of  credit  with  various  finance  companies.   Concurrently  with  such
pay-off's,  the Company  entered into new  revolving  line of credit  agreements
aggregating  $116.0 million,  with Deutsche  Financial  Services providing $60.0
million  and   Transamerica   Distribution   Finance   providing  $56.0  million
(collectively, the "New Financing"). The New Financing has a three year term and
includes  both  (i)  floor  plan  financing   which   utilizes   subsidies  from
manufacturers  to provide for certain  interest  free periods each calendar year
(usually  August  through  May) and (ii) a revolving  credit  sub-limit  that is
governed  by  borrowing  bases  applicable  to the  Company's  assets.  The  New
Financing is governed by loan agreements  containing various financial covenants
concerning,  among others,  ratios governing  tangible net worth,  liquidity and
leverage.  Pricing is at the  Company's  election of the prime rate ranging from
minus 0.75% to minus 1.00% or on a LIBOR based price  structure.  There is a fee
on the unused portion assessed  quarterly.  As of March 31, 2000, $106.6 million
was drawn on the revolving line and the Company could borrow an additional  $9.4
million,  of which  approximately  $3.4 million was  immediately  available  for
borrowing  based upon the revolving  line's  borrowing  formula.  As the Company
purchases   inventory,   the  amount  purchased  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  all  terms  and
conditions of the loan agreements governing the New Financing.

The  Company's  newly  refinanced   revolving  credit  facility  and  internally
generated  working  capital  are  expected  by the  Company's  management  to be
sufficient  to meet  the  Company's  cash  requirements  at  least  through  the
remainder of fiscal 2000.

Seasonality
-----------

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  three-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.  While management
believes that the Company's  quarterly net sales will continue to be impacted by
seasonality,  quarterly  results may become less susceptible to certain regional
weather conditions as expansion occurs throughout the southern United States.

Quarterly results may fluctuate as a result of the expenses  associated with new
store openings or  acquisitions,  including the timing thereof.  Prior to fiscal
1997,  the Company had attempted to  concentrate  expansion  during the seasonal
slowdown  generally  occurring in the quarter ending  December 31. During fiscal

<PAGE>

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. Alternatively, the
acquisition  costs would typically  include more inventory  expense than if such
acquisition  occurred in the slow, winter season since marine dealer's generally
maintain  higher  in-stock  levels  during the  summer  months.  Such  inventory
acquired may have prices  greater than the Company would  otherwise pay for such
product  and  accordingly,  the  Company  may elect to dispose  of the  acquired
product at reduced prices. Accordingly, the results for any quarterly period may
not be indicative of the expected results for any other quarterly period.

Other Matters.
-------------

During fiscal 1999, the Company  engaged Bank of America  Securities  ("BAS") to
propose a private  placement of subordinated  notes.  BAS has filed suit against
the Company in the amount of $150,000 plus expenses  relative to collection of a
fee for  cancellation  of the  engagement.  The Company has disputed the fee and
believes that it is not contractually responsible for payment. While the Company
believes that the BAS suit is without merit and is vigorously  contesting it, no
assurance can be given that the Company will prevail.

Cautionary  Statement for purposes of the Safe Harbor  Provisions of the Private
Securities Litigation Reform Act of 1995.

Other than  statements  of historical  fact,  all  statements  contained in this
Report  on  Form  10-Q,  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-Q  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-Q, 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-Q are expressly  qualified in their entirety by the cautionary
statements in this paragraph.

PART II.  OTHER INFORMATION
Item 2.
(c) Securities Issues by Registrant
None

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has caused this report to be signed on its behalf by the  undersigned
thereto duly authorized.

Date: May 15, 2000        Travis Boats & Motors, Inc.


                          By:  /s/ Michael B. Perrine
                              -----------------------------------
                              Michael B. Perrine
                              Chief Financial Officer, Treasurer and Secretary
                              (Principal Accounting and Financial Officer)