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 June 30, 1998

                                     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 - 4,255,356 shares as of August 10, 
1998. 

<PAGE>

   Item 1. Financial Statements

   Travis Boats & Motors, Inc. and Subsidiaries
   Condensed Consolidated Balance Sheets
    ( in thousands, except share data )

<TABLE>
<CAPTION>

                                                            June 30,    September 30,
                                                              1998         1997
                                                           (unaudited)

   <S>                                                       <C>          <C>
   ASSETS:
      Current assets:
         Cash and cash equivalents                            $8,484       $5,816
         Accounts receivable                                  12,240        3,915
         Inventories                                          45,505       34,450
         Prepaid expenses and other                            1,358          544

            Total current assets                              67,587       44,725

      Property and equipment:
         Land                                                  3,326        1,991
         Buildings and improvements                            7,711        6,366
         Furniture, fixtures and equipment                     3,847        3,162

                                                              14,884       11,519
         Less accumulated depreciation                        (3,312)      (2,750)


                                                              11,572        8,769
      Intangibles and other assets :
         Goodwill and noncompete agreements, net                5,986       5,376
         Other assets                                             370         251

            Total assets                                     $85,515      $59,121


   LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
         Accounts payable                                     $2,623       $2,238
         Accrued liabilities                                   4,742        4,631
         Federal and state income taxes payable                  436        1,081
         Unearned revenue                                      1,865          522
         Current portion of notes payable and other           43,027       21,447
                             short-term obligations
            Total current liabilities                         52,693       29,919

      Notes payable, less current portion                      4,492        5,145

      Stockholders' equity
         Common Stock, $.01 par value, 50,000,000 authorized,
               4,224,867 and 4,255,356 issued and outstanding 
               at September 30, 1997 and June 30, 1998,
               respectively                                       43           42
         Paid-in capital                                      13,367       13,004
         Retained earnings                                    14,920       11,011

            Total stockholders' equity                        28,330       24,057

            Total liabilities and stockholders' equity       $85,515      $59,121

</TABLE>
            See notes to unaudited condensed consolidated financial statements

<PAGE>


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

<TABLE>
<CAPTION>
                                                 Three months ended        Nine months ended
                                                     June 30,                  June 30,

                                                  1998        1997          1998        1997

<S>                                             <C>         <C>           <C>         <C>
Net sales......................................  $55,699     $37,348       $99,268     $67,072
Cost of goods sold.............................   41,514      27,817        73,368      49,796

Gross profit...................................   14,185       9,531        25,900      17,276

Selling, general and administrative............    7,941       5,426        16,929      11,204
Depreciation and amortization..................      348         232         1,027         653
                                                   8,289       5,658        17,956      11,857

Operating income...............................    5,896       3,873         7,944       5,419
Interest expense...............................     (649)       (412)       (1,688)     (1,041)
Other income/(expense).........................       21          (1)           48          (9)

Income before income taxes.....................    5,268       3,460         6,304       4,369
Provision for income taxes.....................    2,001       1,288         2,395       1,621

Net Income.....................................   $3,267      $2,172        $3,909      $2,748

Basic Earnings Per Share.......................    $0.77       $0.53         $0.92       $0.66
Diluted Earnings Per Share.....................    $0.74       $0.51         $0.88       $0.65

Weighted average common shares outstanding..... 4,254,788   4,136,506     4,245,962   4,136,506
Weighted average dilutive common shares
        outstanding ........................... 4,439,224   4,239,234     4,418,976   4,238,664

Stores open at end of period...................        23          16            23          16

</TABLE>

        See notes to unaudited condensed consolidated financial statements
<PAGE>

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


<TABLE>
<CAPTION>
                                                                        Nine months ended
                                                                        June 30,

                                                                 1998         1997

     <S>                                                        <C>           <C>
     Operating activities:                        
     Net Income                                                  $3,909       $2,748
     Adjustments to reconcile net income to net cash used in
       operating activities:
        Depreciation and amortization.........................    1,027          653
        Changes in operating assets and liabilities
           (Increase) in accounts receivable..................   (8,325)      (4,754)
           (Increase) in prepaid expenses.....................     (814)         (36)
           (Increase) in inventories..........................   (8,920)      (5,056)
           (Increase) in other assets.........................     (119)        (180)
           Increase in accounts payable.......................      356        1,098
           Increase in accrued liabilities....................    1,541        1,332
           Increase/(Decrease) in income taxes payable........     (645)         424
           Increase/(Decrease) in unearned revenue............    1,343         (289)

        Net Cash used in by operating activities..............  (10,647)      (4,060)

        Investing Activities:
        Purchase of businesses................................   (4,583)      (2,519)
        Purchase of property and equipment....................   (3,209)      (1,344)

        Net cash used in investing activities                    (7,792)      (3,863)

        Financing activities:
        Net increase in notes payable and other short term
             obligations......................................   20,743       10,078
        Sale of common stock                                        364            0

        Net cash provided by financing activities.............   21,107       10,078
        Increase/(Decrease) in cash and cash equivalents......    2,668        2,155
        Cash and cash equivalents, beginning of period........    5,816        1,533

        Cash and cash equivalents, end of period..............   $8,484       $3,688


              See notes to unaudited condensed consolidated financial statements


<PAGE>

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                JUNE  30, 1998


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 June 30, 
1998; and the interim results of operations and cash flows for the 
three month and nine month periods ended June 30, 1998 and 1997.  
The condensed consolidated balance sheet at September 30, 1997,  
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, 1997.  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, 1997 included in 
the Company's annual Report on Form 10-K.

The results of operations for the three month and nine month 
periods ended June 30, 1998 are not necessarily indicative of the 
results to be expected for the full 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 restated where necessary, to conform to the 
Statement 128 requirements.

<PAGE>

The following table sets forth the computation of basic and 
diluted earnings per share:
						
                                   Three Months Ended       Nine Months Ended
                                        June 30                   June 30
                                    1998        1997         1998        1997

Numerator:					
        Net income               $3,267,000  $2,172,000   $3,909,000  $2,748,000
Denominator:
	Denominator for basic 	
	Earnings per share -
        Weighted avg. shares      4,254,788   4,136,506    4,245,962   4,136,506

Effect of dilutive securities:
        Employee stock options      184,436     102,728      173,014     102,158
			
                                   _____________________________________________

Dilutive potential common shares    -------    --------      -------      ------

Denominator for diluted earnings
	Per share - adjusted 
        Weighted average shares   4,439,224   4,239,234    4,418,976   4,238,664
	And assumed conversions 
                                   _____________________________________________

Basic earnings per share               $.77        $.53         $.92        $.66
			
                                   _____________________________________________

Diluted earnings per share             $.74        $.51         $.88        $.65
			
                                   _____________________________________________


NOTE 3 - YEAR 2000 ISSUES

The Year 2000 issue is the result of computer programs being 
written using two digits rather than four (for example, "97" for 
1997) to define the applicable year.  Any of the Company's 
programs that have time-sensitive software may recognize a date 
using "00" as the year 1900 rather than the year 2000.  In some 
cases, the new date will cause computers to stop operating, while 
in other cases, incorrect output may result.  Since the Company is 
currently in the process of replacing and upgrading its computer 
hardware and software systems to year 2000 compliant platforms, 
the Company believes that there is little business risk 
attributable to the Year 2000 issue.

NOTE 4 - ACQUISITIONS

Effective November 20, 1997, the Company acquired certain assets 
of Southeastern Marine Group, Inc. ("Southeastern") which operated 
a single retail store location in Hendersonville, Tennessee. This 
acquisition included boat, motor and trailer inventory, as well as 
parts and accessories inventory of the sellers. The purchase price 
was $1,741,292 of which $184,000 was financed by the issuance of 
notes payable to the sellers. 
<PAGE>

The acquisition has been accounted for using the purchase method 
of accounting and, accordingly, the operating results of  
Southeastern have been included in the consolidated financial 
statements from the date of 
acquisition. The purchase price ($1,741,292) has been allocated to 
the tangible net assets acquired ($1,489,887) based on their 
respective fair values at the date of acquisition. The resulting 
excess purchase price ($280,000) was allocated to  noncompete 
agreements and goodwill.	

Effective December 15, 1997, the Company acquired certain assets 
of Worthen Marine Sales and Service, Inc. ("Worthen") which 
operated a single retail store location in Roswell, Georgia. This 
acquisition included boat, motor and trailer inventory, as well as 
parts and accessories inventory of the seller. The purchase price 
of $286,666 was paid in cash. 

The acquisition has been accounted for using the purchase method 
of accounting and, accordingly, the operating results of  Worthen 
have been included in the consolidated financial statements from 
the date of acquisition. The purchase price ($286,666) has been 
allocated to the tangible net assets acquired ($141,666) based on 
their respective fair values at the date of acquisition. The 
resulting excess purchase price ($145,000) was allocated to 
noncompete agreements and goodwill.

Effective March 15, 1998, the Company acquired certain assets of 
HnR Marine, Inc. ("HnR") which operated a single retail store 
location in Claremore, Oklahoma. This acquisition included boat, 
motor and trailer inventory, as well as parts and accessories 
inventory of HnR. The purchase price of $359,620 was paid in cash. 

The acquisition has been accounted for using the purchase method 
of accounting and, accordingly, the operating results of  HnR have 
been included in the consolidated financial statements from the 
date of acquisition. The purchase price ($359,620) has been 
allocated to the tangible net assets acquired ($284,620) based on 
their respective fair values at the date of acquisition. The 
resulting excess purchase price ($75,000) was allocated to 
noncompete agreements and goodwill.

Effective April 23, 1998, the Company acquired certain assets of 
Moore's Marine, Inc. ("Moore's") which operated a single retail 
store location in Bossier City, Louisiana. This acquisition 
included boat, motor and trailer inventory, as well as parts and 
accessories inventory of Moore's. The purchase price of $777,303 
was paid in cash.   

The acquisition has been accounted for using the purchase method 
of accounting and, accordingly, the operating results of  Moore's 
have been included in the consolidated financial statements from 
the date of acquisition. The purchase price ($777,303) has been 
allocated to the tangible net assets acquired ($376,303) based on 
their respective fair values at the date of acquisition. The 
resulting excess purchase price ($401,000) was allocated to 
noncompete agreements and goodwill.

<PAGE>

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 23 
stores under the name Travis Boating Center in Texas, Arkansas, 
Louisiana, Alabama, Tennessee, Mississippi, Florida, Georgia and 
Oklahoma, differentiates 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. 

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 additional store locations in the following 
states: Texas (3), Arkansas (2), Louisiana (4), Alabama (2), 
Tennessee (2), Mississippi (1), Florida (2), Georgia (1) and 
Oklahoma (1).
 
The Company sells approximately 50 different 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 1997, 
substantially all of the 
boats sold range in size from 16 to 23 feet at prices ranging from 
$7,500 to $23,000 with gross profit margins between approximately 
21% and 23%. Approximately 4.5% of new boat sales are personal 
watercraft with retail 
prices generally ranging from $5,000 to $10,000 and approximately 
3.2% 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. 

<PAGE>

The Company custom designs and pre-packages combinations of 
popular brand-name boats, such as Larson, Sprint, Pro-Line and Sea 
Ark boats with Johnson outboard and other motors, 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-$23,000 with approximate even distribution within this 
price range. 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 cabin cruisers will 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, June 30, 1998 Compared to the Quarter Ended, June 
30, 1997 and Nine Months Ended, June 30, 1998 Compared to the Nine 
Months Ended June 30, 1997 

Net sales.   Net sales increased by 49.1% to $55.7 million in 
the third quarter of fiscal 1998 from $37.3 million in the third 
quarter of fiscal 1997. For the nine months ended, June 30, 1998, 
net sales increased by 48.0% to $99.3 million from $67.1 million 
during the same period of the prior year.  Of the increases in net 
sales, approximately $3.0 million and $3.9 million were 
attributable to a 11.3% and 9.1% growth in comparable store sales 
for the quarter (11 stores in base) and nine months (10 stores in 
base) ended June 30 1998, respectively.

General growth in overall sales volume was primarily the result of 
the increased number of stores in operation during the periods (23 
vs. 16), 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 (approximately 
$15,000  versus $13,500 in fiscal 1997).  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 and other Travis Edition boating packages introduced 
during fiscal 1997.  The "Blue-water" fishing boats, which are 
typically 25-35 feet in length and designed for off-shore use, are 
generally sold in the Company's store locations serving coastal 
markets such as those store locations  acquired in Louisiana (1),  
Mississippi (1)  and Florida (2) during fiscal 1997. 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 cabin cruisers will increase as a percentage of net 
sales.

<PAGE>

During the quarter and the nine months ended June 30, 1998, the 
Company also experienced an increase in net sales related to 
parts/accessories, service labor and used boats. The Company has 
continued to focus on renovating its store base to bring 
additional store locations to its superstore standards.  Inclusive 
of the store locations recently renovated, the Company 
has 16 of its 23 locations operating in facilities meeting its 
superstore standards.  These superstore locations provide larger 
and more accessible areas to merchandise and showcase the 
Company's parts/accessory product selection and conduct repair 
work on boats. Used boat sales have also benefited from the 
opening of a new used boat superstore location in Heber Springs, 
Arkansas during the March 1998 quarter.  The Company's other used 
boat superstore, which opened in early fiscal 1997, is located on 
the premises of its Beaumont, Texas store location.

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 $2.9 million, 
or 5.3%, of net sales in the third quarter of fiscal 1998, as 
compared to $1.6 million or 4.3%, of net sales for the third 
quarter of the prior fiscal year.  For the nine months ended, June 
30, 1998, net sales attributable to F&I Products contributed $5.4 
million, or 5.5% of net sales, compared to $3.0 million or 4.5% of 
net sales, for the same period of the prior year.  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. 

Comparable store sales increased by 11.3% for the quarter (11  
stores in base) and 9.1% for the nine months (10 stores in base) 
ended June 30 1998, respectively.  In the prior year, comparable 
store sales increased by 7.3% for the quarter (10 stores in base) 
and 3.5% for the nine months (6 stores in base) ended June 30 
1997, respectively.  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 
eligible for comparable store base calculations in relationship to 
the total number of store locations operated.  As such, comparable 
store performance is expected to remain unstable until higher 
percentages of the Company's stores are eligible for comparable 
store calculations.

<PAGE>

Gross profit.   Gross profit increased by 48.8% to $14.2 
million in the third quarter of fiscal 1998 from $9.5 million in 
the same quarter of fiscal 1997, while gross profit as a percent 
of sales remained constant at 25.5% during the same periods.  For 
the nine months ended, June 30, 1998, gross profit increased 49.9% 
to $25.9 million from $17.3 million in the same period of the 
prior year, while the gross profit as a percent of sales increased 
to 26.1% from 25.8%.  The increase in gross profit as a percent of 
sales was primarily related to enhanced revenues attributable to 
traditionally higher gross profit sales categories such as:  F&I 
income, over the counter sales of parts & accessories and service 
labor, as well as an overall favorable mix of boats sold. 

The Company generally seeks 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 the quarter and the nine months ended June 30, 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 $2.9 million, or 
20.8%, of total gross profit in the third quarter of fiscal 1998, 
as compared to $1.6 million or 17.0%, of total gross profit for 
the third quarter of the prior fiscal year.  For the nine months 
ended, June 30, 1998, net sales attributable to F&I Products 
accounted for $5.4 million, or 20.9% of the total gross profit, 
compared to $3.0 million or 17.6%, 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 46.4% to $7.9 
million in third quarter of fiscal 1998 from $5.4 million for the 
third quarter of fiscal 1997. Selling, general and administrative 
expenses as a percent of net sales decreased to 14.3% in the third 
quarter of fiscal 1998 from 14.5% for the third quarter of fiscal 
1997. 

Selling, general and administrative expenses in actual dollars 
increased by 51.1% to $16.9 million for the nine months ended June 
30, 1998, versus $11.2 million 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, 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 and renovation of store locations 
also contributed to the increase in selling, general and 
administrative expenses.

<PAGE>

Depreciation and amortization expenses.   Depreciation and 
amortization expenses increased by 50.0% to $348,000 in third 
quarter of fiscal 1998 from $232,000 for the third quarter of 
fiscal 1997. Depreciation and amortization expenses as a percent 
of net sales remained constant at  .62% in the third quarters of 
fiscal 1998 and fiscal 1997. Depreciation and amortization 
expenses in actual dollars increased by 57.3% to $1.0 million for 
the nine months ended June 30, 1998, versus $653,000 in the same 
period of the prior fiscal year.

Depreciation and amortization expenses, in actual dollars, 
increased in the quarter and for the nine months ended, June 30, 
1998, primarily as a result of the acquisitions which occurred  in 
fiscal 1997 and thus far in fiscal 1998, and through the 
capitalization of costs such as leasehold or building improvements 
associated with the conversion of certain existing stores to 
superstore standards. 

Interest expense.   Interest expense, in actual dollars, 
increased to $649,000 in third quarter of fiscal 1998 from 
$412,000 in the third quarter of fiscal 1997, while interest 
expense as a percent of net sales increased to 1.2% of net sales 
from 1.1% of net sales in the third quarters of  fiscal 1998 and 
fiscal 1997, respectively.  For the nine months ended June 30, 
1998, interest expense increased to $1.7 million from $1.0 million 
in the same period of the prior  year and interest expense as a 
percent of net sales increased to 1.7% from 1.6%.  The increase 
was primarily the result of the additional debt incurred in the 
acquisitions occurring during fiscal fiscal 1998 and 1997 as well 
as higher balances on the Company's floor plan and revolving bank 
lines necessary to support inventory requirements for the larger 
store network.

Net Income.   The Company experienced a net income of $3.3 
million  for the third quarter of fiscal 1998.  This represents an 
increase of 50.4% from the net income of $2.2 million in the third 
quarter of fiscal 1997. Net income as a percent of sales increased 
to 5.9% net sales from 5.8% of net sales for the third quarters of 
fiscal 1998 and 1997, respectively.  For the nine months ended, 
June 30, 1998, net income increased by 42.2% to $3.9 million from 
$2.7 million in the same period of the prior year.  

The improved net income has primarily been the result of the 
Company generating higher net sales levels while attaining higher 
gross profit margins.

<PAGE>

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 June 30, 
1998, the Company had working capital of $14.9 million, including 
$12.2 million in accounts receivable (primarily contracts in 
transit from sales) and $45.5 million in inventories, offset by 
approximately $7.8 million of accounts payable and accrued 
liabilities, and $40.8 million in other short-term liabilities 
including revolving/floorplan credit lines outstanding ($38.8 
million), unearned income $1.9 million and customer deposits of 
$2.2 million.  As of June 30, 1998, the aggregate maximum 
borrowing limits under floor plan and revolving lines of credit 
were approximately $100 million, of which the Company was eligible 
to borrow approximately $66 million pursuant to the Company's 
borrowing formula.

Operating activities utilized cash flows of $10.6 million for the 
first nine months of fiscal 1998 due primarily to the net 
increases of $8.9 million in inventories to support increased 
sales and $8.3 million in accounts receivable. In addition to 
inventory from the locations acquired since September 30, 1997, it 
is during the first and second quarter that the Company builds 
inventory levels to support the selling season which begins with 
the January and February boat shows.  Inventory growth 
traditionally slows during the third quarter and generally falls 
to an annual low point during the fourth quarter.  The increased 
accounts receivable levels reported at June 30, 1998 were 
primarily the result of contracts in transit, due from financial 
institutions that handle the financing on customer purchases, 
generated from the retail sale of a boat.    

The Company used net cash in investing activities of approximately 
$7.8 million in the first nine months of fiscal 1998. During the 
first nine months of fiscal 1998, the Company acquired 
substantially all of the assets of Southeastern Marine Group, Inc. 
(net cash used of $1.6 million), Worthen Marine Sales and Service, 
Inc. (net cash used of $0.3 million), HnR marine, Inc. (net cash 
used of $0.4 million), Moore's Marine, Inc. (net cash used of $0.8 
million and funded $1.4 million due on the September 30, 1997 
acquisitions of Adventure Marine and Outdoor, Inc., Adventure 
Marine South, Inc. and Adventure Boat Brokerage, Inc.  The Company 
also continued to renovate stores to superstore standards and 
updated certain facilities with its standard superstore trade 
dress awnings and neon.  The acquisitions and other capital 
expenditures have been substantially financed with advances made 
under the Company's revolving credit lines and from working 
capital. 

Financing activities for the nine months ended June 30, 1998 
provided $21.1 million of cash inflows primarily from the net 
proceeds of advances under the Company's revolving and floor plan 
lines of credit.  These advances  were used to fund the increase 
in inventories, as well as certain acquisition related and other 
capital expenditures.  Effective October 31, 1997, the Company 
increased its revolving line of credit agented by NationsBank of 
Texas, N.A. from $15.0 million to $55.0 million.  This line 
provides for borrowing pursuant to a borrowing formula based upon 
certain of the Company's inventory and account receivables. 
Collateral consists of a security interest in specific inventories 
(and proceeds thereof), accounts receivable and contracts in 
transit. This line is renewable on October 31, 1999.  Pricing is 
at the prime rate minus 1.00%, with a fee of .125% on the unfunded 
portion to be assessed quarterly. A comprehensive loan agreement 
governs the line of credit. The loan agreement contains financial 
covenants regulating debt service coverages, tangible net worth, 
operating leverage and restrictions on dividends or distributions. 
As of June 30, 1998, $21.5 million was drawn on the revolving line 
and management believes the Company to be in compliance with the 
terms and conditions of this loan agreement.

<PAGE>

The Company also maintains floor plan lines of credit with various 
finance companies providing approximately $45.0 million in credit 
limits.  These floor plan lines generally have no stated maturity 
and utilize subsidies from manufacturers to provide for certain 
interest free periods each calendar year (usually August through 
May). Certain of these floor plan lines of credit with finance 
companies are governed by loan agreements containing various 
financial covenants concerning, among others, ratios governing 
tangible net worth and leverage. As of June 30, 1998, 
approximately $17.3 million was outstanding under these floor plan 
lines and management believes the Company was in compliance with 
the terms and conditions of these loan agreements. 

Merchandise inventories were $45.5 million and $34.5 million as of 
June 30, 1998 and September 30, 1997, respectively.  Costs in 
excess of net assets acquired increased by approximately $610,000 
to $6.0 million in the first nine months of fiscal 1998 due to the 
acquisitions of the additional four store locations thus far in 
fiscal 1998. 

The Company's revolving credit facility, floor plan lines of 
credit 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 fiscal 1999. 

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. During fiscal years 
1997 and 1996 collectively, the average annual net sales for the 
quarterly periods ended March 31 and June 30 represented in excess 
of 27% and 40%, 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 sales 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. 

<PAGE>

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. 


Reliance on Manufacturers and Other Key Vendors
-----------------------------------------------

The Company's success is dependent upon its relationship with, and 
favorable pricing relationships 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.  

The Company purchased approximately 100% of its outboard motors 
for use on its Travis Edition boating packages in fiscal years 
1996, 1997 and thus far in fiscal 1998 from Outboard Marine 
Corporation ("OMC"), the manufacturer of Johnson outboard motors.  
The Company has a multi-year agreement (the "Agreement") with OMC.  
This Agreement, which is currently entering the second model year 
of a five year renewal term, sets forth established discount 
levels over the entire term of the Agreement.  The Agreement 
provides that Travis may purchase outboard motors including 
outboard motors containing OMC's FICHT or other high performance 
technology.  OMC recently has notified Travis along with other 
authorized OMC retail dealers that it intends to refocus its 
outboard engine development to only place FICHT and other high 
performance technology in another OMC outboard motor line,  
Evinrude.   In conjunction with this, OMC has reported it will
reposition its current Johnson outboard motor line as a line of
products aimed at a value-oriented buyer.  As such,  Johnson outboard
motors will retain carburetor fuel intakes while OMC's Evinrude line of 
outboard motors will carry the newly developed FICHT technology.  
OMC has offered Travis the opportunity to purchase from both its 
Johnson and Evinrude lines of outboard motors.

Travis is currently evaluating the number, if any, of OMC's 
Evinrude line of FICHT outboard motors Travis intends to purchase 
in the upcoming 1999 model year or if the newly repositioned 
Johnson line of outboard motors better fits with the value that 
Travis seeks to provide in its Travis Edition models.

Travis and OMC are further evaluating the impact, if any, the 
repositioning by OMC of FICHT technology exclusively into its  
Evinrude line of outboard motors will have upon the Agreement 
between the parties.  OMC has notified Travis that if Travis 
wishes to purchase Evinrude outboard motors that the 
aforementioned Agreement with Travis must be amended.  However, it 
is belief of Travis management that the existing Agreement is 
adequate and does not need to be amended.  Accordingly, the 
parties are in discussion regarding the type of outboard motors 
covered by the existing Agreement and the type of amendment, if 
any, necessary.

<PAGE>

As of the date of this report Travis Boats has not had any 
material difficulties in obtaining necessary product from OMC and 
further believes that existing stock in addition to planned 
upcoming deliveries of outboard motors will be sufficient to meet 
demand throughout the current fiscal year. It is not known what 
impact, if any, OMC's repositioning of outboard motors will have upon 
Travis or the Agreement.  Travis management does not believe at this time 
that OMC's repositioning efforts will result in the termination of 
its longstanding relationship with the company. However, 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.   Although the 
Company believes that adequate alternate sources would ultimately 
be available that could replace OMC, there can be no assurance 
that such alternate manufacturers will be available at the time of 
any future interruption, or that alternative products will be 
available at comparable quality and prices.

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 
the Companies annual Report on Form 10-K filed for the Company's 
1997 fiscal year, 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 Issued by Registrant
	None

Item 6.   Exhibits and reports on Form 8 - K
(a) Exhibits 
        10.40 Agreement dated October 3, 1997 with Outboard Marine
              Corporation.

(b) Reports on Form 8 - K
	  No reports on Form 8 - K have been filed during the quarter 
for which
	  this report is filed.  

                                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: August  13, 1998     Travis Boats & Motors, Inc.


							   
			       By:______________________________

				       Michael B. Perrine
			   Chief Financial Officer, Treasurer and Secretary
			   (Principal Accounting and Financial Officer)

<PAGE>

[ARTICLE]                       5
[MULTIPLIER]                    1,000


<PERIOD TYPE>			9-MOS			12-MOS
<FISCAL YEAR-END>               SEP-30-98               SEP-30-97
[PERIOD-START]			OCT-01-97		OCT-01-96
[PERIOD-END]                    JUN-30-98               SEP-30-97
[CASH]				8,484			5,816
[SECURITIES]                    0                       0
[RECEIVABLES]			12,240			3,915
<ALLOWOWANCES>			0			0
[INVENTORY]                     45,505                  34,450
[CURRENT-ASSETS]                67,587                  44,725
[PP&E]				14,884			11,519
[DEPRECIATION]			3,312			2,750
[TOTAL-ASSETS]			85,515			59,121
[TOTAL-LIABILITIES]             57,185                  35,064
[BONDS]				4,492			5,145
[PREFERRED-MANDATORY]		0			0
[COMMON]                        43                      42
[OTHER-SE]                      28,287                  24,015
[TOTAL-LIABILITY-AND-EQUITY]    85,515                  59,121   
					
[SALES]				99,268			91,309
[TOTAL-REVENUES]                99,268                  91,309
[CGS]                           <25,900>                <67,354>
[TOTAL-COSTS]			<25,900>		<67,354>
[OTHER-EXPENSES]                <16,929>                <16,475>
[LOSS-PROVISION]                0                       0
[INTEREST-EXPENSE]              <1,688>                 <1,354>
[INCOME-PRETAX]			6,304			6,114
[INCOME-TAX]			<2,395>			<2,133>
[INCOME-CONTINUING]		3,909			3,982
[DISCONTINUED]			0			0
[EXTRAORDINARY]			0			0
[CHANGES]                       0                       0 
[NET-INCOME]			3,909			3,982
[EPS-PRIMARY]			.92			.94
[EPS-DILUTED]			.88			.93


<PAGE>

EXHIBIT 10.40

                              AGREEMENT

THIS AGREEMENT is made this 3rd day of October , 1997 
by and between TRAVIS BOATS & MOTORS, INC. and SUBSIDIARY 
COMPANIES (collectively referred to as "TRAVIS") and 
OUTBOARD MARINE CORPORATION ("OMC").

WHEREAS, TRAVIS desires to purchase Johnson outboard 
motors, Johnson electric Motors and OMC Parts & Accessories 
("PRODUCTS") from OMC under a multi-year agreement; and

WHEREAS, OMC desires to be the sole supplier to TRAVIS 
of outboard motors; 

NOW THEREFORE, in consideration of the promises 
contained in this Addendum, the parties agree as follows:

1. TRAVIS agrees to purchase and OMC agrees to sell PRODUCTS 
to TRAVIS according to the terms and conditions of this 
Agreement and the various Dealer Agreements in effect 
during the term of this Agreement.

2.  TRAVIS intends to purchase a minimum of   *  outboard 
motors per year or a total of   *  outboard motors 
over the term of the Agreement.

3. During the term of this Agreement TRAVIS intends for OMC 
to be its sole supplier of outboard motors, provided OMC 
maintains a competitive position.  It is OMC's intent to 
maintain competitiveness within the market for outboard 
motors with regard to its outboard motor pricing and 
programs versus that of competitor's outboard motors with 
substantially similar quality, features, technology, 
horsepower and terms of purchase (including, but not 
limited to warranty terms, financing terms and shipping 
terms).

4. OMC agrees to use its best efforts to avoid "back orders" 
on outboard motors desired to be purchased by TRAVIS.  
OMC will do its best to fill Travis' orders on a timely 
basis.  OMC recognizes that its in its best interest to 
do so.

5. TRAVIS shall purchase all outboard motors, including 
outboards containing FICHT technology, at Bracket I or 
the lowest price available for OMC dealers to purchase 
outboard motors before program discounts or rebates per 
the existing annual dealer programs.  In addition, Travis 
shall receive additional rebates on outboard motors 
purchased during the term of this Agreement as follows:

Program Discounts	*
Volume discount	*
*Indicates Confidential Treatment Requested.  The redacted 
material has been separately filed with the commission.

<PAGE>

	"Program Discounts" shall include those programs 
available to all dealers including Annual volume planning 
incentive, high horsepower growth incentive and Ca$hport 
or similar programs available to dealers during the term 
of this Agreement.  Program Discounts provided herein 
shall be consistent with the published programs available 
to dealers.  The parties intend that Travis maintain its 
relative market position with OMC program and volume 
discounts.  Accordingly, Program and Volume Discounts may 
increase for TRAVIS in the event OMC increases such 
discounts.  However, in no case shall Travis receive less 
then  *  for the Program Discounts or  *  for Volume 
Discounts for TRAVIS during the term of this Agreement.

      Outboard Motors and electric Motors purchased by 
TRAVIS shall be shipped free of freight in the situation 
that TRAVIS fulfills OMC's minimum published order 
requirements for such free freight shipments.  OMC will 
agree that during the term of this Agreement , the free 
freight programs available to TRAVIS will, at a minimum, 
be comparable to the free freight programs offered by OMC 
to OMC dealers during the 1998 model year.

      OMC will agree that the interest-free financing 
programs on OMC outboard motors and elective motors 
available to TRAVIS during the term of this Agreement 
will, at a minimum, have similar "interest-free" periods 
to the interest-free program(s) made available to OMC 
dealers during the 1998 model year.

      TRAVIS shall comply with program guidelines in order 
to receive Program Discounts.  Program Discounts and 
Volume Discounts shall be paid in the form of monthly 
rebates.

6.  TRAVIS assembles its own packages, commonly referred to 
as Travis Editions.  To keep Travis Edition packages 
competitive in the market place, OMC will pay TRAVIS an 
additional  *  off of the Bracket I price or the lowest 
dealer price for remote electric or tiller package 
engines.  TRAVIS has represented that it will not 
purchase any blank boats that would otherwise qualify for 
OMC pre-rig fees.  TRAVIS agrees to provide OMC with a 
letter from each boat manufacturer stating that such boat 
manufacturer waives any pre-rigging fee which may be owed 
by OMC with respect to boats sold to TRAVIS.  If the 
letter required is not furnished to OMC, TRAVIS agrees to 
reimburse OMC up to the amount paid TRAVIS for any pre-
rigging payments OMC is required to make for boats 
shipped to TRAVIS from boat builders.  Payment pursuant 
to this provision will be made by OMC on a quarterly 
basis.  Accordingly, only (a) those outboard motors 
rigged on * boats and (b) those tiller handle outboard 
motors that are not mounted on a boat, do not qualify for 
this additional   *  rebate.


*Indicates Confidential Treatment Requested.  The redacted 
material has been separately filed with the commission.

<PAGE>

7. TRAVIS shall be eligible to participate in the co-op 
advertising programs available to dealers during the term 
of this Agreement.  OMC agrees that the total co-op 
accrual available to TRAVIS shall not be less than  *  of 
the invoice price of the all outboard motors purchased by 
TRAVIS.

8. TRAVIS agrees to increase its Parts & Accessories ("P&A") 
business by  * per year starting with a goal of  *  in 
P&A purchases in model year 1998.  TRAVIS will be allowed 
to participate in all P&A programs and will receive a  *  
volume rebate per year during the term of this Agreement 
provided the annual P&A purchase goals are met.

9. OMC will accept in each model year of this Agreement, 
with no re-stocking fee, return of up to  *  of the total 
P&A purchased by TRAVIS.

10. OMC agrees to sell to TRAVIS rigging items at the OEM 
purchase price for the pre-rigging of Travis Edition 
boats.  These rigging items are not eligible for the *  
P&A volume rebate.  These rigging items will, however, 
count toward TRAVIS' annual P&A purchase goals.

11. OMC agrees to sell TRAVIS Johnson Electric Trolling 
Motors at  *  off dealer list price for Electric Trolling 
Motors.

12. This Agreement will apply to all TRAVIS locations that 
are now, or hereafter become, authorized Johnson 
dealerships.  OMC reserves the right to appoint any new 
locations as authorized Johnson dealerships.

13. It is anticipated that TRAVIS will acquire dealerships 
which sell competitive products.  OMC will assist TRAVIS 
with disposal of non-OMC products TRAVIS acquires through 
dealership acquisitions.  In no case, however, shall OMC 
be obligated to the  purchase of such products.

14. OMC reserves the right to modify, change or alter its 
dealer programs to dealers during the term of this 
Agreement.

15. The discounts and benefits described in this Agreement 
are in lieu of any other and all discounts and benefits 
which OMC may offer to its dealers.  TRAVIS is not 
entitled to receive any discounts, rebates or benefits 
not specified in this Agreement. 

16. TRAVIS agrees to OMC's normal dealer terms on PRODUCT 
purchases of net 10 days or such other terms that may be 
in effect during the course of this Agreement.

*Indicates Confidential Treatment Requested.  The redacted 
material has been separately filed with the commission.

<PAGE>

17. TRAVIS shall be subject to such price increases as OMC 
may generally implement for PRODUCTS.  OMC shall use its 
best efforts to maintain competitive pricing on its 
PRODUCTS.  As practicable as possible, OMC shall provide 
TRAVIS with the opportunity to place orders prior to the 
effective date of any such price increases.

18. The term of this Agreement shall be for five (5) years 
from Model Year 1998 beginning July 1, 1997 and expiring 
at the end of the Model Year 2002 or June 30, 2002 unless 
otherwise provided for in this Agreement.

19. This Agreement shall be considered an addendum to the 
1998, 1999, 2000, 2001 and 2002 Dealer Agreements which 
shall be executed by TRAVIS and OMC.  If any of the 
provisions of these Dealer Agreements conflict with this 
Agreement, provisions of this Agreement shall apply.

20. TRAVIS agrees to abide by the terms and conditions of 
the Dealer Agreements in effect during the term of this 
Addendum including, but not limited to any provision 
which prohibits the sale of Products to OMC and non-OMC 
dealers without the consent of the Vice President of 
Sales in Waukegan.

21. In the event of the termination of any Dealer 
Agreement in effect during the term of this Agreement, 
than this Agreement shall automatically termination with 
respect to such Dealer Agreement.

22. The parties agree that this Agreement supersedes and 
terminates all other agreements between the parties 
relating to the purchase of PRODUCTS that have not been 
made a part of this Agreement.

23. Should any provision of this Agreement be rendered by 
any court of competent jurisdiction illegal or invalid, 
the remaining provisions shall be considered the 
Agreement and will not affect its validity.  This 
Agreement shall be inure to the benefit of the successors 
of TRAVIS and OMC or any divisions or units of OMC that 
manufacture or market marine products covered by the 
terms of this Agreement.

<PAGE>

24. This Agreement shall be governed by the laws of the 
State of Illinois.

TRAVIS BOATS & MOTORS, INC.	OUTBOARD MARINE CORPORATION 

By: /s/ Mark Walton				By: /s/ Peter L. Schelle
Its:  President					Its: Vice President
Date: 10-7-97					Date: October 3, 1997


*Indicates Confidential Treatment Requested.  The redacted 
material has been separately filed with the commission.



</TABLE>