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

                               AMENDMENT NO. 2 TO

                                 CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 31, 1999


                           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)                         (Zip Code)

                                (Not Applicable)
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

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

                                       1
<PAGE>



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Financial Statements

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

                                                 March 31,       September 30,
                                                   1999             1998
                                               ------------    ----------------
                                                (unaudited)

ASSETS:
   Current assets:
       Cash and cash equivalents                     $6,391              $4,618
       Accounts receivable                           15,158               4,893
       Inventories                                   74,096              38,934
       Deferred tax asset                               180                 180
       Prepaid federal income                           341                 425
       taxes
       Prepaid expenses and other                     1,875               1,045
                                               ------------    ----------------
         Total current assets                        98,041              50,095

   Property and equipment:
       Land                                           3,866               3,516
       Buildings and improvements                     9,179               8,485
       Furniture, fixtures and                        4,910               4,109
       equipment
                                               ------------    ----------------
                                                     17,955              16,110
       Less accumulated                             (3,892)             (3,417)
       depreciation
                                               ------------    ----------------
                                                     14,063              12,693

   Deferred tax asset                                    96                  96

   Intangibles and other assets :
       Goodwill and non-compete agreements,           8,306               6,202
       net
       Other assets                                     237                  30
                                               ------------    ----------------
         Total assets                              $120,743             $69,116
                                               ============    ================



LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
       Accounts payable                              $3,793              $1,697
       Accrued liabilities                            3,345               2,512
       Amounts due for purchase of business           1,379               2,117
       Unearned revenue                               1,623               1,272
       Floorplan and revolving line of               73,365              25,148
       credit payable
       Current portion of notes payable and             984                 957
       other short-term obligations
                                               ------------    ----------------
         Total current liabilities                   84,489              33,703

   Notes payable, less current portion                5,619               4,980

   Stockholders' equity
       Common  Stock,  $.01 par  value,
       50,000,000 authorized, 4,287,063 and
       4,285,063 issued and outstanding at
       March 31, 1999 and September 30, 1998,
       respectively                                     43                   43
       Paid-in capital                              13,840               13,816
       Retained earnings                            16,752               16,574
                                               -----------     ----------------
         Total stockholders'                        30,635               30,433
         equity
                                               -----------     ----------------
         Total liabilities and stockholders'      $120,743              $69,116
         equity
                                               ===========     ================

         See notes to unaudited condensed consolidated financial statements


                                       2
<PAGE>

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

                             Three months ended         Six months ended
                                  March 31,                  March 31,

                            1999          1998          1999          1998
                        ------------  ------------  ------------  -------------
Net sales                    $43,965       $33,427       $56,062        $43,569
Cost of goods sold            32,606        24,323        41,762         31,854
                        ------------  ------------  ------------  -------------
Gross profit                  11,359         9,104        14,300         11,715

Selling, general and           7,252         5,294        11,757          8,988
administrative
Depreciation and                 404           346           819            679
amortization
                        ------------  ------------  ------------  -------------
                               7,656         5,640        12,576          9,667

Operating income               3,703         3,464         1,724          2,048
Interest expense               (948)         (578)       (1,503)        (1,039)
Other income                      51            14            59             27
                        ------------  ------------  ------------  -------------

Income before income           2,806         2,900           280          1,036
taxes
Provision for income           1,029         1,102           103            394
taxes
                       -------------  ------------  ------------  -------------
Net Income                    $1,777        $1,798          $177           $642
                       =============  ============  ============  =============

Basic earnings per share       $0.41         $0.42          $0.04         $0.15
Diluted earnings per           $0.40         $0.41          $0.04         $0.15
share
Weighted average common    4,287,063     4,253,545      4,286,794     4,241,588
shares outstanding

Weighted average
dilutive common shares     4,429,629     4,423,316      4,421,564     4,405,348
outstanding

Stores open at period end    32            22             32            22
                       =============  ============  =============  ============


                                       3
<PAGE>
Travis Boats & Motors, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
( $ in thousands)
                                                       Six months ended
                                                            March 31,
                                                       1999          1998
                                                   ------------  ------------
Operating activities:
Net Income                                                 $177          $642
Adjustments to reconcile net income to net cash used in
  operating activities:
    Depreciation and amortization                           819           679
    Changes in operating assets and liabilities:

       Accounts receivable                             (10,265)       (5,220)
       Prepaid assets                                     (746)         (694)
       Inventories                                     (24,916)      (21,301)
       Other assets                                       (207)          (75)
       Accounts payable                                   2,027         (289)
       Accrued liabilities                                  833           390
       Income taxes payable                                   0           523
       Unearned revenue                                     351         1,502
                                                   ------------  ------------
Net cash used in by operating activities               (31,927)      (23,843)

Investing Activities:
Purchase of businesses                                  (4,898)       (3,696)
Purchase of property and equipment                      (1,128)         (977)
                                                   ------------  ------------
Net cash used in investing activities                   (6,026)       (4,673)

Financing activities:
Net increase in floorplan and revolving debt, notes
payable and other short term obligations                 39,702        31,361

Issuance of common stock                                     24           334
                                                   ------------  ------------
Net cash provided by financing activities                39,726        31,695
Change in cash and cash equivalents                       1,773         3,179
Cash and cash equivalents, beginning of period            4,618         5,816
                                                   ------------  ------------
Cash and cash equivalents, end of period                 $6,391        $8,995
                                                   ============  ============


        See notes to unaudited condensed consolidated financial
        statements


                                       4
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH  31, 1999

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, 1999;
and the interim results of operations and cash flows for the three month and six
month periods ended March 31, 1999 and 1998. The condensed  consolidated balance
sheet at September  30,  1998,  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, 1998.  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, 1998 included in the Company's annual Report on Form 10-K.

The results of operations  for the three month and six month periods ended March
31, 1999 are not  necessarily  indicative  of the results to be expected for the
full year.


                                       5

<PAGE>
NOTE 2 - NET INCOME PER COMMON SHARE


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

                                   Three Months Ended         Six Months Ended
                                         March 31                 March 31
                                    1999         1998         1999        1998
                                    ----         ----         ----        ----
Numerator:
     Net income               $1,777,000   $1,798,000    $ 177,000   $ 642,000

Denominator:
       Denominator for basic
       earnings per share -
       weighted avg. shares    4,287,063    4,253,545    4,286,794   4,241,588

Effect of dilutive securities:
       Employee stock options    141,610      169,771      134,770     163,760

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




Denominator for diluted earnings
       Per share - adjusted
        weighted average shares 4,428,673   4,423,316    4,421,564   4,405,348
        and assumed conversions ______________________________________________

Basic earnings per share             $.41        $.42         $.04        $.15
                                ----------------------------------------------

Diluted earnings per share           $.40        $.41         $.04        $.15
                                ----------------------------------------------


As of March 31, 1999,  the Company had issued and  outstanding  incentive  stock
options to certain officers and employees  equaling 52,500 shares which are anti
dilutive based upon their  strikeprice and as such are not included in the above
chart.  The 52,500 option shares have a weighted  average strike price of $22.48
and a weighted average outstanding remaining life of 8.77 years.

                                       6
<PAGE>
NOTE 3 - ACQUISITIONS

The chart below summarizes significant acquisitions made by the Company has made
various  acquisitions during the fiscal years ended September 30, 1998, 1997 and
1996. Each of the acquisitions  were completed  through asset purchases  (except
for Adventure  Marine in fiscal 1997,  which was a stock purchase) and have been
accounted for using the purchase method of accounting.  The operating results of
the  companies  acquired  have  been  included  in  the  consolidated  financial
statements  from  the  respective  date  of  acquisition.  The  assets  acquired
generally  include  boat,  motor and trailer  inventory,  parts and  accessories
inventory and to a lesser extent,  property,  plant and equipment.  A summary of
the Company's significant acquisitions follows:

<TABLE>
<CAPTION>

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

                                 (In Thousands)
<S>                 <C>            <C>              <C>             <C>       <C>       <C>               <C>        <C>
Fiscal 1999
-----------
Amlin, Inc. dba     01/99          $2,090           $6,494          $1,090    $1,619    $5,494            $471          (a)
Magic Marine
Sportsman's Haven   01/99           1,510            2,343             650       931     1,483             579          (b)
Pier 68 Marina      02/99             415            2,224             556        86     2,365             329          (c)

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

Fiscal 1997
-----------
North Alabama       10/96             892              687             205       812         -              80           -
Watersports
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

Fiscal 1996
-----------
Red River Marine    09/95           2,517            1,905           1,050       917       438           1,600           -

</TABLE>

                                       7

<PAGE>

NOTES TO STOCK ISSUED

(a) Pursuant to the Purchase Terms, the Company has agreed to issue Amlin,  Inc.
22,368  shares of its common stock  valued at  approximately  $425,000  upon the
registration  of such shares.  The shares are not  registered  as of the date of
this  Report.  Until such time as the  shares are  registered  the  Company  has
classified the amount payable of $425,000 as a liability due to Amlin, Inc.

(b) Pursuant to the Purchase Terms,  the Company has agreed to issue  Sportsmans
Haven,  Inc. 26,316 shares of its common stock valued at approximately  $500,000
upon the  registration  of such shares.  The shares are not registered as of the
date of this Report.  Until such time as the shares are  registered  the Company
has  classified  the amount payable of $500,000 as a liability due to Sportsmans
Haven, Inc.

(c)  Pursuant  to the  Purchase  Terms,  the Company has agreed to issue Pier 68
Marina, Inc. 15,792 shares of its common stock valued at approximately  $329,000
upon the  registration  of such shares.  The shares are not registered as of the
date of this Report.  Until such time as the shares are  registered  the Company
has  classified  the amount  payable of $329,000  as a liability  due to Pier 68
Marina, Inc.

The  Company's  unaudited   consolidated  results  of  operations  assuming  all
acquisitions  accounted for under the purchase method of accounting had occurred
on October 1, 1997 are as follows  for the six months  ended  March 31, 1998 and
1999, respectively:

                                    6 Months 3/31/98   6 Months 3/31/99
Net Sales                             $54,820,000         $58,482,000
Net Income/(Loss)                         341,490             (44,822)
Diluted earnings per share                  $0.08              ($0.01)

The unaudited pro forma  results of operations  are presented for  informational
purposes only and may not necessary  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, 1997.

                                       8
<PAGE>

Subsequent Events - Acquisitions
Effective  April 30, 1999,  the Company  acquired  certain  assets of DSA Marine
Sales &  Service, Inc. dba The  Boatworks,  which  operated  store  locations in
Bradenton,  Clearwater and Englewood,  Florida.  This acquisition included boat,
motor and trailer  inventory,  as well as parts and  accessories  inventory  and
certain  fixed  assets of the seller.  The  approximate  purchase  price of $2.1
million  was paid  through  cash of  approximately  $550,000  and the  Company's
agreement to deliver to the Seller 98,192  shares of the Company's  common stock
upon the Registration of such shares.

NOTE 4 - COMPREHENSIVE INCOME

For the quarter and the nine months  ended June 30, 1999,  Comprehensive  Income
equalled Net Income.


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  35 stores (32 stores as of March 31,  1999)  under the name
Travis  Boating  Center  in  Texas,  Arkansas,  Louisiana,  Alabama,  Tennessee,
Mississippi,  Florida,  Georgia and Oklahoma seeks to differentiate  itself from
competitors by providing  customers a unique superstore shopping experience that
showcases a broad selection of high quality boats, motors,  trailers and related
marine  accessories at firm,  clearly posted low prices.  Each  superstore  also
offers  complete  customer  service and support,  including  in-house  financing
programs  and  full-service   repair  facilities   staffed  by   factory-trained
mechanics.

         History

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

         Since its  founding  as a single  retail  store in Austin,  Texas,  the
Company has grown both through  acquisitions and the  establishment of new store
locations.  During the 1980's, the Company expanded into San Antonio, Texas with
the  construction  of a  new  store  facility.  The  Company  subsequently  made
acquisitions  of boat retailers  operating  within the Texas markets of Midland,
Dallas and  Abilene.  It was during this initial  period of  expansion  that the
Company began developing the systems necessary to manage a multi-store operation
and leveraging the economies of scale  associated  with volume  purchasing.  The
Company's success in these areas led to the proprietary Travis Edition packaging
concept and the  Company's  pricing  philosophy.  Since 1990,  Travis  Boats has
opened or acquired 30 additional store locations in the following states:  Texas
(3), Arkansas (4), Louisiana (4), Alabama (2),  Tennessee (3),  Mississippi (1),
Florida (11), Georgia (1) and Oklahoma (1)

 As of the date of this  Report on Form  10-Q,  the  Company  operates  35 store
locations  under the name Travis Boating Center through the acquisition of three
(3)  locations  in April of 1999.  The newly  acquired  stores  are  located  in
Bradenton, Clearwater and Englewood, Florida .


                                       9
<PAGE>
         The Company sells  approximately  75 different Travis Edition models of
brand-name  fishing,  water-skiing and general  recreational  boats,  along with
motors,  trailers,  accessories  and  related  equipment.  Personal  watercraft,
off-shore fishing boats and cabin cruisers are also offered for sale at selected
store  locations.  During  fiscal 1999 and 1998,  substantially  all of the boat
units sold  range in size from 16 to 25 feet at prices  ranging  from  $7,500 to
$25,000. In fiscal year 1998,  approximately 1.7% of new boat sales are personal
watercraft  with  retail  prices  generally  ranging  from $5,000 to $10,000 and
approximately  6.7% of new boat sales are  off-shore  fishing boats and cruisers
with  lengths of 27 feet or greater and ranging in retail  price from $50,000 to
$300,000.  The Company's retail pricing structure seeks to maintain a consistent
gross profit percentage for each of it's Travis Edition models.

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

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


                                       10
<PAGE>
Results of Operations

Quarter Ended,  March 31, 1999 Compared to the Quarter Ended, March 31, 1998 and
Six Months  Ended,  March 31, 1999  Compared  to the Six Months  Ended March 31,
1998.

Net sales.  Net sales increased by 31.5% to  approximately  $44.0 million in the
second quarter of fiscal 1999 from $33.4 million in the second quarter of fiscal
1998. For the six months ended,  March 31, 1999, net sales increased by 28.7% to
$56.1  million from $43.6  million  during the same period of the prior year. Of
the increases in net sales, approximately $1.7 million and $833,000 million were
attributable to a 6.2% and 2.6% growth in comparable store sales for the quarter
(17 stores in base) and six months (14  stores in base)  ended  March 31,  1999,
respectively.

General growth in overall sales volume was primarily the result of the increased
number of stores in operation during the periods (32 vs. 22), 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  $18,500 versus  $15,000 in fiscal 1998). 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.  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,  Mississippi  and 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 cabin cruisers will increase as a percentage of net
sales.

During the quarter and the six months  ended March 31,  1998,  the Company  also
experienced an increase in net sales related to parts/accessories, service labor
and used  boats.  The  increase  in net  sales of these  revenue  components  is
primarily  attributable to the Company  locations which have been constructed or
renovated to its  superstore  standards.  The Company has 17 of its 32 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 to conduct repair work on
boats. The Company's recent store  acquisitions  (including stores in Knoxville,
Tennessee; Hot Springs and Little Rock, Arkansas; St. Petersburg, Clearwater and
Longwood,  Florida;  and  Jacksonville,   Florida)  are  not  yet  operating  in
facilities meeting the Company's  superstore  standards and in certain instances
are operating in temporary facilities.  Accordingly,  these newly acquired store
locations  have not  contributed  in a  material  amount  to the  aforementioned
increase in net sales of parts/accessories, service labor and used boats.


                                       11
<PAGE>

Also, included within net sales is revenue that the Company earns related to F&I
("Finance and Insurance")  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
$2.2  million,  or 4.8%,  of net sales in the second  quarter of fiscal 1999, as
compared  to $2.1  million or 6.3%,  of net sales for the second  quarter of the
prior  fiscal  year.  For the  six  months  ended  March  31,  1999,  net  sales
attributable  to F&I Products  contributed  $2.5 million,  or 4.5% of net sales,
compared to $2.5 million or 5.7% of net sales,  for the same period of the prior
year.  Management  attributes  the  decline  in net  sales  attributable  to F&I
products as a  percentage  of net sales to: (i) the  relative  inexperience  and
unfamiliarity to Travis operating  procedures of numerous F&I managers hired for
newly acquired store  locations,  (ii) a shift to a higher average selling price
of boats to  customers  that were less  desirous or in need of financing to fund
their boat  purchase  and (iii) active  solicitation  of boat loans from certain
credit unions and other "non-conventional"  financing sources offering favorable
interest  rates and financing  terms.  While the net sales  attributable  to F&I
products was negatively  impacted during the quarter ended March 31, 1999 by the
aforementioned  factors,  the Company believes that its F&I product selection is
competitive  within the industry.  The Company plans to continue emphasis on the
training of F&I  employees  and provide  incentive  designed to  compliment  the
achievement of established departmental goals.

Comparable store sales increased by 6.2% for the quarter (17 stores in base) and
 2.6% for the six months (14 stores in base) ended March 31, 1999, respectively.
In the prior year, comparable store sales increased by 10.1% for the quarter (11
stores in base) and 5.5% for the six months (10 stores in base)  ended March 31,
1998,  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.

Gross  profit.  Gross profit  increased by 24.8% to $11.4  million in the second
quarter of fiscal  1999 from $9.1  million in the same  quarter of fiscal  1998,
while gross  profit as a percent of sales  decreased  to 25.8% from 27.2% during
the same  periods.  For the six  months  ended,  March 31,  1999,  gross  profit
increased  22.1% to $14.3  million from $11.7  million in the same period of the
prior  year.  However,  during  the  period  gross  profit as a percent of sales
decreased  to 25.5% from 26.9%.  The  decrease  in gross  profit as a percent of
sales for the quarter and six months ended March 31, 1999 were primarily related
to  the  mix  of  revenues   discussed  above  in  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,  as well as the mix of
larger, more expensive boats sold during the periods.

                                       12
<PAGE>

Notwithstanding  the  factors  discussed  in  the  above  paragraph,  net  sales
attributable  to F&I  Products  have a  significant  impact on the gross  profit
margin. Net sales of these products contributed $2.2 million, or 19.3%, of total
gross profit in the second  quarter of fiscal 1999,  as compared to $2.1 million
or 23.1%, of total gross profit for the second quarter of the prior fiscal year.
For the six months ended, March 31, 1999, net sales attributable to F&I Products
accounted for $2.5 million, or 17.5% of the total gross profit, compared to $2.5
million or 21.2%, 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 37.0% to $7.3 million in second quarter of
fiscal 1999 from $5.3 million for the second  quarter of fiscal  1998.  Selling,
general and administrative expenses as a percent of net sales increased to 16.5%
in the second quarter of fiscal 1999 from 15.8% for the second quarter of fiscal
1998.

Selling,  general and  administrative  expenses in actual  dollars  increased by
approximately  30.8% to $11.8  million for the six months  ended March 31, 1999,
versus $9.0  million in the same period of the prior  fiscal  year.  In the same
period selling,  general and  administrative  expenses as a percent of net sales
increased  to  21.0%  from  20.6%.  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,  including  growth in the  corporate-office
staffing  infrastructure and increased  advertising  costs.  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
acquisition  and  start-up of eight (8) new store  locations  during the quarter
ended March 31, 1999,  plus expenses of the relocation and renovation of various
store  locations  also  contributed  to the  increase  in  selling,  general and
administrative   expenses.   However,  the  increase  in  selling,  general  and
administrative  expenses was  partially  offset by a reduction in gross wages to
11.7% from 12.3% of net sales for the six months ended March 31, 1999.

Depreciation and amortization  expenses.  Depreciation and amortization expenses
increased  by 16.8% to $404,000 in second  quarter of fiscal 1999 from  $346,000
for the second quarter of fiscal 1998. Depreciation and amortization expenses as
a percent of net sales  decreased  to .92% in the second  quarter of fiscal 1999
from 1.0% for the second quarter of fiscal 1998.  Depreciation  and amortization
expenses,  as a  percentage  of net sales,  decreased to 1.5% for the six months
ended March 31, 1999, versus 1.6% in the same period of the prior fiscal year.

Depreciation and amortization expenses decreased as a percentage of net sales in
the quarter and for the six months ended, March 31, 1999,  primarily as a result
of the increased net sales related to the growth in the net sales resulting from
the increased number of stores in operation during the periods.

Interest expense. Interest expense, in actual dollars,  increased to $948,000 in
second  quarter of fiscal  1999 from  $578,000  in the second  quarter of fiscal
1998,  while interest  expense as a percent of net sales  increased to 2.2% from

                                       13
<PAGE>

1.7% of net sales in the second  quarter of both  fiscal  1999 and fiscal  1998,
respectively.  For the  six  months  ended  March  31,  1999,  interest  expense
increased to $1.5 million from $1.0 million in the same period of the prior year
and interest  expense as a percent of net sales increased to 2.7% from 2.4%. The
increase  was  primarily  the  result of the  additional  debt  incurred  in the
acquisitions  occuring during fiscal 1999 and 1998 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  posted a net income of $1.8  million  for the second
quarter of fiscal 1999 which  remained  flat from the same level of $1.8 million
for  second  quarter  of fiscal  1998.  Net  income  as a  percent  of net sales
decreased  to 4.0% from 5.4% for the  second  quarter  of fiscal  1999 and 1998,
respectively.  For  the six  month  periods  ended  March  31,  1999  and  1998,
respectively, net income declined by $465,000 from $642,000 to $177,000.

The  diminished  net  income  has  primarily  been  the  result  of the  Company
generating  higher net sales  levels  while  realizing  decreased  gross  profit
margins as a result of the items discussed herein.

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, 1999,  the Company had working  capital of $13.6  million,  including  $15.2
million in accounts receivable  (primarily  contracts in transit from sales) and
$74.1 million in inventories,  offset by approximately  $7.1 million of accounts
payable  and  accrued  liabilities,   and  $74.3  million  in  other  short-term
liabilities  including   revolving/floorplan  credit  lines  outstanding  ($73.4
million) and unearned income ($1.6 million). As of March 31, 1999, the aggregate
maximum  borrowing  limits under floor plan and  revolving  lines of credit were
approximately  $112  million,  of which  the  Company  was  eligible  to  borrow
approximately $73.4 million pursuant to the Company's borrowing formula.

Operating  activities  utilized  cash flows of $31.9  million  for the first six
months of fiscal 1999 due  primarily to the net  increases  of $24.9  million in
inventories  (exclusive of those  inventories that were acquired in acquisitions
of  approximately  $10.3 million) and $10.3 million in accounts  receivable.  In
addition to inventory from the locations  acquired since  September 30, 1998, 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. The increased accounts  receivable levels reported at March 31, 1999 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 $6.0 million
in the first six  months of fiscal  1999.  During the first six months of fiscal
1999, the Company acquired  substantially all of the assets of Amlin, Inc., Inc.
(net cash used of $1.6 million),  Sportsman's Haven, Inc. (net cash used of $0.9
million),  Pier 68 Marina,  Inc. (net cash used of $0.1 million) and funded $2.1
million due to the September 26, 1998  acquisition of Rodgers Marine, a division
of Rodgers  Cadillac,  Inc.  The Company also  continued  to renovate  stores to
superstore standards and updated certain facilities with its standard superstore

                                       14
<PAGE>

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
six months ended March 31, 1999 provided $39.7 million of cash inflows primarily
from the net proceeds of borrowings under the Company's credit facilities. These
borrowings  were used to fund the  increase in  inventories,  as well as certain
acquisition  related  and other  capital  expenditures.  The Company has a $55.0
million revolving line of credit agented by Bank of America.  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 has a maturity on October 31, 1999 and pricing
is at the  Company's  election  of the prime  minus 1.00% or a LIBOR based price
structure.  There  is  a  fee  on  the  unused  portion  assessed  quarterly.  A
comprehensive  loan  agreement  governs the line of credit.  The loan  agreement
contains financial  covenants  regulating debt service  coverages,  tangible net
worth, operating leverage and restrictions on dividends or distributions.  As of
March 31, 1999,  $42.2 million was drawn on the  revolving  line and the Company
could  borrow  an  additional  $12.8  million,  of which  zero  was  immediately
available  for  borrowing  based upon the revolving  line's  borrowing  formula.
However, 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.  As the Company
has  increased  its net sales  levels  related  to its boat,  motor and  trailer
packages,  a  corresponding  increase  has  resulted  in the  level of  accounts
receivables related to the sales of such products. Historically, the Company has
not borrowed a material (a maximum of $1.5  million)  amount under its revolving
line of credit to support  this  increase in  accounts  receivable  levels.  The
Company has approached Bank of America to  significantly  increase its borrowing
under these receivables, of which management estimates approximately 80% are due
from  financial  institutions  utilized by its  customers to fund it purchase of
boating  products.  To address  this  issue,  Bank of America has  advanced  the
Company $5.0 million  through May 31, 1999 while it continues  its due diligence
on the Company's request to obtain financing consistent with its increased level
of sales and accounts receivable.

The  Company  also  maintains  floor plan lines of credit with  various  finance
companies providing  approximately  $57.0 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 March 31, 1999,  approximately  $31.2  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 $74.1  million and $38.9  million as of March 31,
1999 and  September  30,  1998,  respectively.  Costs in  excess  of net  assets
acquired  increased by  approximately  $2.1 million to $8.3 million in the first
six months of fiscal 1999 due to the acquisitions thus far in fiscal 1999.

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  through the remainder of
fiscal 1999.


                                       15
<PAGE>

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

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

Disclosure of YEAR 2000 Issues and Consequences

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

Based on recent  system  evaluations,  surveys,  and  on-site  inventories,  the
Company  determined  that it will be  required  to  modify  or  replace  minimal
portions  of its  software  and  certain  hardware  so that those  systems  will

                                       16
<PAGE>
properly utilize dates beyond December 31, 1999. As part of a previously planned
company-wide  upgrade to its accounting  systems initiated in March of 1998, the
Company is presently  replacing  its  integrated  accounting  and  point-of-sale
management information system ("MIS"). The new MIS system is currently operating
in  twenty-six  (26) store  locations and the Company is planning to install the
system in all  locations  by the end of  calendar  1999.  The new MIS system was
selected in part due to its ability to allow the Company increased  efficiencies
in its efforts to further  centralize full financial and accounting  operations.
The new MIS system is a Y2K compliant system. The Company's existing  integrated
accounting  and point of sale  system in  sixteen  stores  currently  is not Y2K
compliant.  The  system's  owner,  Bell &  Howell,  Inc.  has in August of 1999,
delivered to the Company a Y2K compliant  upgraded version of the software.  The
Company is  currently  installing  and testing the system  upgrade.  Testing and
implementation  are expected to be completed  prior to October 30, 1999.  Having
the existing software Y2K compliant before year 2000 greatly reduces any risk of
delays in implementation of the new system.

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

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

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

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

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

In the ordinary course of business, the Company has acquired or plans to acquire
a significant amount of Y2K compliant hardware and software. These purchases are
part of specific  operational and financial system  enhancements with completion

                                       17
<PAGE>
dates  during late 1999 that were  planned  without  specific  regard to the Y2K
issue.  These  system  enhancements  resolve many Y2K problems and have not been
delayed as a result of any additional efforts addressing the Y2K issue.  Minimal
costs will be  associated  with Y2K issue.  The Company does not expect the year
2000 cost of unforeseen hardware or software applications to exceed $10,000.

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

The Company currently has assigned two (2) management level employees to further
identify  risks and to develop  contingency  plans in the event the Company does
not complete all phases of the Y2K  program.  The Company  continues to evaluate
the status of completion.

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

On September 25, 1998, the Company consummated the acquisition of certain assets
of Rodgers Marine, a division of Rodgers Cadillac, Inc., which operated a retail
boating store location in Lenoir City,  Tennessee.  The total  consideration for
Rodgers Marine  consisted of cash and newly issued shares of Common Stock of the
Company.  The Company issued an aggregate of 19,707 shares of its stock,  with a
value of $350,000 to Rodgers Cadillac, Inc.

                                       18

<PAGE>
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 23, 1999     Travis Boats & Motors, Inc.



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

                                       19