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, 2002

                                       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)



               12116 Jekel Circle, Suite 102, Austin, Texas 78727
                    (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 - 4,331,727 shares as of August 14, 2002.



<PAGE>
<TABLE>
<CAPTION>

                                      INDEX

<S>      <C>               <C>                                                                                    <C>

PART I - FINANCIAL INFORMATION


Item 1:  Financial Statements (Unaudited):
                           Condensed Consolidated Balance Sheet:
                           June 30, 2002 and September 30, 2001....................................................1

                           Condensed Consolidated Statement of Operations:
                           Three and Nine Months Ended June 30, 2002 and 2001......................................2

                           Unaudited Condensed Consolidated Statement of Cash Flows:
                           Nine Months Ended June 30, 2002 and 2001................................................3

                           Notes to Condensed Financial Statements.................................................4

Item 2:  Management's Discussion and Analysis of Financial
                           Condition and Results of Operations.....................................................6

Item 3:  Quantitative and Qualitative Disclosures About Market Risk...............................................12


PART II - OTHER INFORMATION

Items 1 - 6........................................................................................................9

Signatures........................................................................................................10

</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 ( in thousands, except share data )
                                                                            June 30,        September 30,
                                                                              2002              2001
                                                                          -------------    ----------------
                                                                          (unaudited)
<S>   <C>                                                                     <C>                 <C>

ASSETS:
      Current assets:
            Cash and cash equivalents                                           $8,961              $1,388
            Accounts receivable, net                                            17,869              11,351
            Inventories, net                                                    61,667              65,164
            Income Taxes Recoverable/Deferred tax asset                              0               1,432
            Prepaid expenses and other                                           1,159                 779
                                                                          -------------    ----------------
              Total current assets                                              89,656              80,114

      Property and equipment:
            Land                                                                 5,982               5,982
            Buildings and improvements                                          15,605              15,485
            Furniture, fixtures and equipment                                    9,142               8,762
                                                                          -------------    ----------------
                                                                                30,729              30,229
            Less accumulated depreciation                                      (9,364)             (7,887)
                                                                          -------------    ----------------
                                                                                21,365              22,342

      Deferred tax asset                                                         3,399                 488

      Intangibles and other assets:
            Goodwill                                                               --                8,809
            Non-compete agreements, net                                          1,261               1,607
            Other assets                                                           387                 320
                                                                          -------------    ----------------
              Total assets                                                    $116,068            $113,680
                                                                          =============    ================

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
            Accounts payable                                                    $8,006              $5,875
            Accrued liabilities                                                  1,838               1,203
            Floor plan and revolving line of
            credit                                                              58,432              58,874
            Current portion of notes payable and other short-term                  750               2,204
            obligations
                                                                          -------------    ----------------
              Total current liabilities                                         69,026              68,156

      Notes payable, less current portion                                       10,096               9,375
      Convertible Subordinated Notes                                             1,300               --

      Stockholders' equity
            Serial Preferred stock, $100 par value, 1,000,000
                 shares authorized, 80,000 shares outstanding                    8,000               --
            Common Stock, $.01 par value, 50,000,000 authorized,
                 4,339,727 and 4,359,027 issued and outstanding at
                 June 30, 2002 and September 30, 2001, respectively                 44                  44
            Paid-in capital                                                     15,121              15,342
            Retained earnings                                                   12,481              20,763
                                                                          -------------    ----------------
              Total stockholders' equity                                        35,646              36,149
                                                                          -------------    ----------------
              Total liabilities and stockholders' equity                      $116,068            $113,680
                                                                          =============    ================



                           See notes to unaudited condensed consolidated financial statements


</TABLE>

<PAGE>



<TABLE>
<CAPTION>

TRAVIS BOATS & MOTORS, INC. and SUBSIDIARIES
                              Unaudited Financial Highlights (in thousands, except share and store data)
                                                            Three Months Ended          Nine Months Ended
                                                                 June 30,                    June 30,
                                                             2002        2001           2002        2001
                                                           ---------   ---------      ---------   ----------
<S>                                                         <C>          <C>          <C>         <C>

Net sales...............................................    $67,825      $73,455      $135,879    $155,059
Cost of goods sold......................................     52,614       55,835       106,134     117,664
                                                           ---------   ---------      ---------   ----------

Gross profit............................................     15,211       17,620        29,745      37,395

Selling, general and administrative.....................     10,850      11,984         27,174      30,626
Depreciation and amortization...........................        625         720          1,868       2,145
                                                           ---------   ---------      ---------   ----------
                                                             11,475      12,704         29,042      32,771

Operating income/(loss).................................      3,736       4,916            703       4,624
Interest expense........................................     (1,054)     (1,619)        (3,208)     (5,391)
Other income............................................         28          11             66          48
                                                           ---------   ---------      ---------   ----------

Income/(loss) before income taxes, cumulative effect
of accounting change and extraordinary item.............      2,710       3,308          (2,439)     (719)
Income tax (provision)/benefit..........................     (1,003)     (1,212)            882       348
                                                           ---------   ---------      ---------   ----------
     Net income/(loss) before cumulative effect of
accounting change and extraordinary item................    $ 1,707     $ 2,096        $ (1,557)   $ (371)

Cumulative effect of accounting change, net of
taxes of $2,281.........................................         --          --          (6,528)     --
Extraordinary loss on  extinguishment of debt, net of
taxes of $76............................................       (130)         --            (130)     --
                                                           ---------   ---------      ---------   ----------
     Net income/(loss)..................................    $ 1,577     $ 2,096        $ (8,215)   $ (371)

Preferred Stock dividends...............................        (67)        --              (67)        --
                                                           ---------   ---------      ---------   ----------
     Net income/(loss) attributable to common
shareholders............................................    $ 1,510     $ 2,096      $   (8,282)   $ (371)
                                                           =========   =========      =========   ==========

Earnings/(loss) per share
     Basic:
Net income/(loss) before cumulative effect of accounting
change and extraordinary item...........................       0.38        0.48           (0.37)    (0.09)
Cumulative effect of accounting change..................        --          --            (1.50)       --
Extraordinary loss on extinguishment of debt............      (0.03)       --             (0.03)       --
                                                           ---------   ---------      ---------   ----------
     Net income/(loss)..................................       0.35      $ 0.48       $   (1.90)   $(0.09)
                                                           =========   =========      =========   ==========
    Diluted:
Net income/(loss) before cumulative effect of accounting
change and extraordinary item...........................       0.27        0.48           (0.37)    (0.09)
Cumulative effect of accounting change..................         --          --           (1.50)       --
Extraordinary loss on extinguishment of debt............      (0.02)         --           (0.03)       --
                                                           ---------   ---------      ---------   ----------
      Net income/(loss).................................       0.25        0.48           (1.90)    (0.09)
                                                           =========   =========      =========   ==========

Weighted average common shares outstanding..............  4,344,000   4,371,016       4,349,134  4,378,908
Weighted average dilutive common shares outstanding.....  6,522,189   4,372,557       4,349,134  4,378,908

Stores open at end of period............................         35          38              35         38

</TABLE>



                                       2
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                           Nine months ended
                                                                                                June 30,
                                                                                       2002                2001
                                                                                   ----------------------------------
<S>                                                                                   <C>                  <C>

Operating activities:
Net Loss   .....................................................................      ($8,262)              ($371)
Adjustments to reconcile net loss to net cash used in
  Operating activities:
      Depreciation..............................................................        1,518               1,481
      Amortization..............................................................          350                 661
      Cumulative effect of accounting change, net...............................        6,528                   0
      Changes in operating assets and liabilities
           Accounts receivable..................................................       (6,518)             (9,021)
           Prepaid expenses.....................................................         (380)                 47
           Inventories..........................................................        3,497               1,890
           Other assets.........................................................          (67)                (65)
           Accounts payable.....................................................        2,131               4,854
           Accrued liabilities..................................................          635                 724
           Income taxes.........................................................          778                1058
                                                                                   --------------     ---------------
      Net Cash used in operating activities.....................................          210               1,263

      Investing Activities:
      Purchase of property and equipment........................................         (541)             (1,191)

                                                                                   --------------     ---------------
      Net cash used in investing activities.....................................         (541)             (1,191)

      Financing activities:

      Net increase/(decrease) in notes payable and other short term obligations.       (1,175)              3,575
      Net proceeds from issuance of Convertible Subordinated Notes..............        1,300                   0
      Net proceeds from issuance of Series A Preferred stock....................        7,820                   0
      Net payments for repurchase of common stock...............................          (41)                (94)
                                                                                   --------------     ---------------
      Net cash provided by financing activities.................................        7,904               3,481
      Change in cash and cash equivalents.......................................        7,573               3,553
      Cash and cash equivalents, beginning of period............................        1,388               2,971

                                                                                   --------------     ---------------
      Cash and cash equivalents, end of period..................................       $8,961              $6,524
                                                                                   ==============     ===============

                See notes to unaudited condensed consolidated financial statements

</TABLE>



                                       3

<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002


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, 2002;
and the  interim  results  of  operations  and cash flows for the three and nine
month periods ended June 30, 2002 and 2001. The condensed  consolidated  balance
sheet at September  30,  2001,  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, 2001.  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, 2001 included in the Company's annual Report on Form 10-K.

The results of  operations  for the three and nine month  periods ended June 30,
2002 are not  necessarily  indicative of the results to be expected for the full
fiscal year.

NOTE 2 - BASIC/DILUTED OUTSTANDING SHARE CALCULATION

The  following  table sets forth the  computation  of basic and  diluted  shares
outstanding:

<TABLE>
<CAPTION>

                                                               Three Months Ended          Nine Months
                                                                                   Ended
                                                                       June 30,                    June 30,
                                                             2002        2001           2002        2001
                                                           ---------   ---------      ---------   ----------

<S>                                                       <C>         <C>            <C>        <C>


 Denominator for Diluted income/(loss) per share -
                                                          ----------   ----------    ----------  -----------
        Weighted average shares.........................  4,344,000   4,371,016      4,349,134  4,378,908
                                                          ==========   ==========    ==========  ===========
Effect of assumed conversions:
    Dilutive effect of Stock Options                         --           1,541            --           --
    Convertible Subordinated Notes......................    528,584          --            --           --
    Series A Preferred Stock............................  1,649,605          --            --           --
 Denominator for Diluted income/(loss) per share -
                                                          ----------   ----------    ----------  -----------
        Weighted average shares and assumed
conversions.............................................  6,522,189   4,372,557     4,349,134   4,378,908
                                                          ==========   ==========    ==========  ===========

</TABLE>

                                       4
<PAGE>



As of June 30,  2002,  the Company had issued and  outstanding  incentive  stock
options to certain  officers,  directors and employees  totaling  393,631 shares
which  had a  strike  price  equal  to or  exceeding  the  closing  price of the
Company's  common stock on such date.  The 393,631 option shares have a weighted
average strike price of $6.60 and a weighted average outstanding  remaining life
of 6.7 years.

NOTE 3 - STOCKHOLDERS' EQUITY

During fiscal 2000, the Company established a program to repurchase  outstanding
shares of its common stock in the open market from time to time. The Company has
made  purchases of its common stock pursuant to this program and has retired all
such common shares repurchased.

Repurchases  of shares of common  stock during the quarter and nine months ended
June 30, 2002 consisted of the following:

                                           3 mos ended      9 mos ended
                                           June 30, 2002    June 30, 2002
                                           ---------------- -------------------
     Shares Repurchased (000's)              6.8              19.3
     Total Purchase Price (000's)          $14.2            $40.1
     Average Price per Share               $2.09            $2.08

NOTE 4  - CONVERTIBLE SUBORDINATED NOTES

Effective December 14, 2001, the Company issued  Convertible  Subordinated Notes
(the  "Notes") in an aggregate  amount of $4.3  million  issued in the form of a
$3.0  million Note plus  multiple  other Notes in the  aggregate  amount of $1.3
million. The Notes are unsecured with a term of 36 months and have rates ranging
from prime + 2%, adjusted quarterly to 10.75%, fixed. The principal and interest
amounts payable pursuant to the Notes are  subordinated,  in  substantially  all
respects,  to the Company's  borrowing  agreements  with the commercial  finance
companies providing inventory and working capital financing for the Company. The
Notes are redeemable by the Company, and if not redeemed the principal amount of
the Notes may be converted by the holders into the  Company's  common stock at a
conversion price of approximately $2.46 per share.

On June 10, 2002, the Company,  prepaid in full, the principal balance,  accrued
interest  and the required 5%  prepayment  fee to the holder of the $3.0 million
Note. The proceeds for repayment of the $3.0 million Note were received pursuant
to the transaction described below in NOTE 6- SERIES A PREFERRED STOCK.

NOTE 5  -  EXTINGUISHMENT OF DEBT

For the quarter and nine months  ended June 30,  2002,  the Company  recorded an
extraordinary loss of $130,000,  net of taxes of $76,000 on the repayment of the
$3.0 million Note described  above in NOTE 4 - CONVERTIBLE  SUBORDINATED  NOTES.
The extraordinary  loss was the result of the Company paying a 5% prepayment fee
on the outstanding  principal balance of $3.0 million, plus the expensing of the
legal and consulting fees that were attributable to the $3.0 million Note.

NOTE 6  -  SERIES A PREFERRED STOCK

On June 13,  2002,  the Company  entered  into an  agreement  with TMRC,  L.L.P.
("Tracker"),  a  wholly-owned  subsidiary of Tracker  Marine,  L.L.C.,  to issue
Tracker  50,000  shares  of newly  created  6% Series A  Cumulative  Convertible
Preferred Stock (the "Preferred Stock") in the Company. The Company also granted
Tracker a warrant (the  "Warrant") to acquire  30,000  additional  shares of the
Preferred Stock. The issue price of the Preferred Stock is $100 per share.  Each
share may be converted into the Company's  common stock at a conversion price of
approximately $2.46 per share.

                                       5
<PAGE>

As of June 30, 2002,  Tracker has funded $5.0 million to purchase  50,000 shares
of the Preferred Stock.  Tracker also exercised the Warrant and purchased 30,000
shares issued  thereto for $3.0  million.  Pursuant to the  requirements  of the
Warrant,  the proceeds from the exercise ($3.0 million) were used to pay off the
$3.0 million Note described above in NOTE 4 - CONVERTIBLE SUBORDINATED NOTES.

NOTE 7 - SHORT TERM BORROWINGS

The Company  finances  substantially  all of its inventory  and working  capital
requirements  pursuant to borrowing agreements  originating in January 2000 with
two commercial  finance companies -- Transamerica  Distribution  Finance ("TDF")
and Deutsche Financial Services ("DFS").  Effective as of December 14, 2001, the
Company entered into amended loan  agreements.  Concurrent with execution of the
amended loan agreements, the Company received waivers on all financial covenants
that were previously in non-compliance  with the prior  agreements.  The amended
loan  agreements  also  provided for certain  revisions to (i) future  financial
ratio's and (ii) certain  reductions in maximum  borrowing  amounts versus those
levels  available to be borrowed  during the prior fiscal year. As of July 2002,
the maximum amount the Company may borrow is currently $70 million and is capped
at such amount until the  expiration of the  borrowing  agreements in January of
2003.  Management  believes that the maximum  available credit amounts under its
credit lines  conform with the  anticipated  inventory  purchasing  plans of the
Company  during the  remainder of fiscal 2002 and at least the first  quarter of
fiscal 2003.

NOTE 8  - GOODWILL AND OTHER INTANGIBLES

The Company adopted SFAS No. 142,  Goodwill and Other  Intangible  Assets ("SFAS
142")  effective  October 1, 2001.  SFAS 142  discontinues  the  amortization of
goodwill and requires  future periodic  testing of goodwill for  impairment.  In
addition,  SFAS 142  requires  reassessment  of the useful  lives of  previously
recognized intangible assets.

With the adoption of the Statement,  the Company ceased amortization of goodwill
as of October 1, 2001. The following table presents the quarterly results of the
Company on a comparable basis (in thousands):
<TABLE>
<CAPTION>

                                                   Three Months Ended          Nine Months Ended
                                                        June 30,                    June 30,
                                                    2002         2001           2002        2001
                                                  ----------   ---------      ---------   ---------
<S>                                               <C>          <C>            <C>         <C>

Reported net income/(loss) attributable to
common shareholders before cumulative
effect of accounting change and extraordinary
item.........................................      1,640        2,096          (1,624)     (371)
Goodwill amortization, net of tax............       --             70             --        209
                                                  ----------   ---------      ---------   ---------
Adjusted net income/(loss) attributable to
common shareholders before cumulative
effect of accounting change and extraordinary
item.........................................      1,640        2,166          (1,624)     (162)
                                                  ==========   =========      =========   =========


Earnings/(loss) per share
   Basic:
      Reported net income/(loss) attributable to
common shareholders before cumulative effect of
accounting change and extraordinary
item.............................................   0.38         0.48           (0.37)    (0.09)
      Goodwill amortization, net of tax..........   --           0.02             --       0.05
                                                  ----------   ---------      ---------   ---------
      Adjusted net income/(loss)
attributable to common shareholders before
cumulative effect of accounting change and
extraordinary item............................... $ 0.38       $ 0.50         $ (0.37)    $(0.04)
                                                  ==========   =========      =========   =========
   Diluted:
      Reported net income/(loss) attributable to
common shareholders before accounting change
and extraordinary item...........................   0.27         0.48           (0.37)     (0.09)
      Goodwill amortization, net of tax               --         0.02             --        0.05
                                                  ----------   ---------      ---------   ---------
      Adjusted  net income/(loss) attributable
to common shareholders before
cumulative effect of accounting change and
extraordinary item............................... $ 0.27       $0.50          $(0.37)     $(0.04)
                                                  ==========   =========      =========   =========
</TABLE>

In addition, the intangible asset established for non-compete agreements remains
subject to  amortization  in accordance with SFAS 142. The gross carrying amount
related  to  non-compete   agreements   was  $3,229,000   while  the  associated
accumulated  amortization  balance at  June 30, 2002 and September 30, 2001 was
$1,968,000 and $1,622,000,  respectively. The aggregate amortization expense was
$120,000  and  $221,000  for the  three  months  ended  June 30,  2002 and 2001,
respectively.  The aggregate  amortization expense was $350,000 and $661,000 for
the  nine  months  ended  June  31,  2002  and  2001,  respectively.   Estimated
amortization expense for the next five fiscal years is approximately $415,000 in
2003; $385,000 in 2004; $235,000 in 2005, $118,000 in 2006 and $0 in 2007.

                                       6
<PAGE>

In accordance with SFAS 142, the Company completed goodwill  impairment tests as
required.  The tests  involved the use of  estimates  related to the fair market
value of the business with which the goodwill is associated.  As a result of the
transitional impairment test, which considered factors including the significant
negative  industry and economic  trends  impacting  current  operations  and our
market  capitalization  relative to our net book value,  the Company  recorded a
non-cash,  after tax charge of $6.5 million as a cumulative effect of accounting
change as of October 1, 2001.  The  non-cash,  after tax charge  resulted in the
elimination of the entire goodwill balance from the Company's balance sheet.

NOTE 9 -  COMPREHENSIVE  INCOMEFor  the  quarters and nine months ended June 30,
2002 and 2001, the Company recorded no comprehensive  income (loss) items, other
than the net income (loss).

Item 2.   Management's  Discussion  and  Analysis of  Financial  Conditions  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. As of the date of this
Report on Form 10-Q, the Company  operates 34 store  locations  (versus 39 store
locations  as of June 30, 2001) under the name Travis  Boating  Center in Texas,
Arkansas,  Louisiana,  Alabama,  Tennessee,  Mississippi,  Florida,  Georgia and
Oklahoma. Since June 2001, the Company has closed or consolidated five (5) store
locations.  Each  of the  closed  stores  primarily  operated  in  markets  with
overlapping geographic coverages with other Travis Boating Center locations.

The  Company's   operating   philosophy  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",  the
"Company"  and "we" shall mean Travis  Boats & Motors,  Inc.  and its direct and
indirect subsidiaries.

Since its founding in 1979 as a single  retail store in Austin,  Texas,  we have
grown  both  through  acquisitions  and  the  opening  of new  "start-up"  store
locations. During the 1980s, we expanded into San Antonio, Texas, purchased land
and built a new  store  facility.  After  this,  we  purchased  additional  boat
retailers  that  operated  stores in the Texas  markets of  Midland,  Dallas and
Abilene.  It was  during  this  early  period  of  store  growth  that we  began
developing  the  systems  necessary  to  manage  a  multi-store   operation  and
maximizing our inventory  purchases to obtain  increased volume  discounts.  Our
success  in  operating  numerous  stores  and  maximizing  volume  discounts  on
inventory  purchases  led to the  introduction  of our  own  proprietary  Travis
Edition  packaging  concept and our philosophy of clearly posting price signs on
each of our boats held for sale.  As of the date of this Report on Form 10-Q, we
operate 34 store  locations in the following  states:  Texas (8),  Arkansas (3),
Louisiana  (4),  Alabama (1),  Tennessee  (5),  Mississippi  (1),  Florida (10),
Georgia (1) and Oklahoma (1).

We sell  approximately 75 different types of Travis Edition models of brand-name
fishing,  water-skiing and general recreational boats, such as family ski boats,
off-shore fishing boats,  personal  watercraft,  cabin cruisers and yachts up to
approximately 60 feet in length. We also sell motors, trailers,  accessories and
related  equipment.  Although we sell pleasure  boats at many  different  retail
prices,  we attempt to price our product to maintain a  consistent  gross profit
percentage for each of our Travis Edition models. We study sales trends from the
cities and states where we operate store locations.  We use the information from
this data to coordinate with manufacturers on design and packaging  combinations
of popular  brand-name  boats,  such as  Larson,  Wellcraft,  Scarab,  Bayliner,
Trophy, Fishmaster,  Fisher, ProCraft and Ranger along with motors, trailers and
numerous accessories,  under our own proprietary Travis Edition label. Our boats
are generally powered by brand name motors such as Mercury,  Suzuki,  Johnson or
Volvo.  These  signature  Travis  Edition  packages,  which account for the vast

                                       7
<PAGE>

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.  We  also  sell  yachts,  such as  Carver  and
Martinique  that range in length from 25 feet to over 50 feet. By providing many
different  types of boats with many types of  standard  features,  we attempt to
offer the customer an exceptional boat at a competitive  price that is ready for
immediate use and enjoyment.

Results of Operations

Quarter Ended,  June 30, 2002 Compared to the Quarter  Ended,  June 30, 2001 and
Nine Months Ended,  June 30, 2002  Compared to the Nine Months  Ended,  June 30,
2001.

Net sales.  Net sales in the third  quarter of fiscal  2002  decreased  to $67.8
million,  compared to net sales of $73.5 for the third  quarter of fiscal  2001.
For the nine months ended, June 30, 2002, net sales decreased to $135.9 million,
compared to $155.1 million during the same period of the prior fiscal year.

The  decreases  in net sales  during the quarter and nine months  ended June 30,
2002, respectively,  included $5.8 million and $11.6 million in reduced sales as
a result of the impact of fewer stores in operation (35 versus 39),  offset by a
slight increase in comparable  store sales.  Comparable store sales increased by
0.6% (34  stores  in base)  for the  quarter  ended  June 30,  2002.  Management
believes  the  increase in  comparable  store  sales  during the quarter was the
result of improved inventory  management and a general firming of industry sales
trends  compared  to prior  periods.  For the nine months  ended June 30,  2002,
comparable  store sales were a negative 7.0% (35 stores in base)  primarily as a
result of  residual  effects  of those  issues  impacting  the  marine  industry
beginning  during  the  Fiscal  2001 year  such as  erratic  levels of  consumer
confidence and  unemployment,  in addition to lingering effects of the events of
September 2001.

Gross profit.  Gross profit decreased by 13.7% to approximately $15.2 million in
the third  quarter  of fiscal  2002 from $17.6  million  in the same  quarter of
fiscal 2001.  Gross profit,  as a percent of net sales,  decreased to 22.4% from
24.0% during the same periods.  For the nine months ended,  June 30, 2002, gross
profit decreased 20.5% to $29.7 million from $37.4 million in the same period of
the prior year.  Gross  profit,  as a percent of sales,  decreased to 21.9% from
24.1% during the same period.

The decrease in total gross profit,  both in actual  dollars and as a percent of
net sales, was primarily related to the decline in net sales during the periods.
In an effort to stimulate  sales,  the Company offered certain sales  incentives
and  participated in manufacturer  sponsored rebate programs in an effort (i) to
reduce  certain  non-current  inventory  levels  and  (ii)  to  stimulate  sales
following  the  events of  September  2001.  The  Company  believes  that it may
continue to experience erratic levels of overall gross profit margins during the
remainder  of  Fiscal  2002  and at least  the  first  quarter  of  fiscal  2003
resulting, in part, to introductions of certain new Travis Edition product lines
and  continued  emphasis on  incentives  and  marketing  promotions to stimulate
sales.

F&I Products.  We offer our customers the ability to purchase  extended  service
contracts and insurance coverages, including credit life and accident/disability
coverages (collectively "F&I Products").  The extended service contracts provide
customers with coverage for mechanical engine breakdown for a period (usually 36
or 48  months)  beginning  after  the  stated  warranty  term  of  the  original
manufacturer expires. The insurance coverages provide the customer with funds to
repay a portion or all of their boat loan in the event of death,  disability  or
other  covered  event.  Since  we  have  business  relationships  with  numerous
financial  lenders we also offer to assist our customers in obtaining  financing
for their boat  purchase.  If the  customer  purchases  F&I Products or utilizes
financing  we have  helped  arrange,  we earn  commissions  based upon our total
volume of sales or the amount of mark-up we charge over the cost of the products
sold.

Net sales of these products contributed approximately $2.0 million, or 13.2%, of
total  gross  profit in the third  quarter of fiscal  2002,  as compared to $2.7
million  or 15.3%,  of total  gross  profit  for the third  quarter of the prior
fiscal year. For the nine months ended, June 30, 2002, net sales attributable to
F&I Products  accounted  for $4.0  million,  or 13.5% of the total gross profit,
compared to $5.4 million or 14.4% of total gross profit,  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.  Management attributes the reduced
sales of F&I  Products due  primarily to the  reduction in overall net sales and

                                       8
<PAGE>

lower overall yields paid by lenders for originating  customer finance contracts
and competitive  pressures on finance rates (which resulted in lower net spreads
achieved in the placement of customer financing). Decreases in the percentage of
customers  buying  these  products  (which is  referred  to as  "sell-through"),
particularly  by  purchasers  of the larger,  more  expensive  boats and reduced
customer demand for certain insurance products have also been limiting factors.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  decreased to $10.8  million in third quarter of fiscal
2002 from $12.0  million for the third  quarter of fiscal 2001.  As a percent of
net sales,  selling,  general and administrative  expenses decreased to 16.0% in
the third  quarter  of fiscal  2002 from  16.3% for the third  quarter of fiscal
2001.  For  the  nine  months  ended  June  30,  2002,   selling,   general  and
administrative  expenses  were $27.2  million,  or 20.0% as a percentage  of net
sales,  versus $30.6 million,  or 19.8% as a percentage of net sales in the same
period of the prior fiscal year

The decrease in selling, general and administrative expenses, in actual dollars,
for the quarter  ended June 30,  2002 versus the same  quarter of the prior year
was   primarily   attributable   to  the   reduction   in  wages,   commissions,
travel/entertainment  expenses and the overall decline in net sales. The Company
has  managed  headcount  primarily  through  attrition  and  selective  position
consolidation.  The  reduction  in overall  expenses  was offset by increases in
certain  expenses,  primarily  insurance  expense.  The Company has  experienced
significant  increases in premiums related to both its property/casualty and its
employee health insurance coverages.

Depreciation and Amortization  Expenses.  Depreciation and amortization expenses
decreased by 13.1% to $625,000 in the third quarter of fiscal 2002 from $720,000
for the third quarter of fiscal 2001. Depreciation and amortization expenses, as
a  percentage  of net sales,  were 0.9% for the third  quarter  of fiscal  2002,
compared to 1.0% in the same quarter of the prior fiscal year.  Depreciation and
amortization expenses, as a percent of net sales, remained flat at 1.4% for nine
months ended June 30, 2002 and 2001, respectively.

The decrease in depreciation and amortization  expenses,  both in actual dollars
and as a percent of net  sales,  was  primarily  attributable  to the  Company's
adoption of SFAS 142 effective on October 1, 2001. Pursuant to the adoption, the
Company  discontinued the amortization of goodwill.  Accordingly,  the Company's
amortization  expense was  $120,000 and $221,000 for the three months ended June
30, 2002 and 2001, respectively.

Interest  expense.  Interest  expense  decreased  to $1.1  million  in the third
quarter of fiscal 2002 from $1.6  million in the third  quarter of fiscal  2001.
Interest expense, as a percent of net sales,  decreased to 1.6% from 2.2% of net
sales in the third quarter of fiscal 2002 and fiscal 2001, respectively. For the
nine  months  ended  June 30,  2002 and  2001,  respectively,  interest  expense
decreased to $3.2 million from $5.4 million and interest expense as a percent of
net sales decreased to 2.4% from 3.5%.

The decreased  interest expense,  both in actual dollars and as a percent of net
sales, was primarily the result of significantly lower balances on the Company's
inventory based lines of credit due to the significant  reductions in the levels
of inventory held by the Company. The Company has successfully reduced inventory
levels to reflect sales trends and as a result of its prior  implementation of a
Master  Business  Plan  that  requires  pre-approved  purchase  orders  for  all
inventory  purchases.  Interest expense also benefited from the decreases in the
Company's variable borrowing rates relative to the same period of the prior year
resulting  from the  numerous  reductions  in the  prime  rate  during  the 2001
calendar year.

Net  profit/(loss).  Excluding the extraordinary loss on extinguishment of debt,
the Company,  after dividends of $67,000,  reported net income,  of $1.6 million
($.38 per basic share and $.27 per diluted share) for the quarter ended June 30,
2002,  versus net income of $2.1 million ($.48 per basic and diluted  share) for
the same quarter of the prior fiscal year.

For the nine  months  ended June 30,  2002,  the  Company,  after  dividends  of
$67,000,  reported a net loss (prior to the effect of the cumulative  accounting
change and the  extraordinary  loss on  extinguishment  of debt) of $1.6 million
($.37 per basic and diluted share)  compared to a net loss of $371,000 ($.09 per
basic and  diluted  share)  for the same nine month  period of the prior  fiscal
year, respectively.

Inclusive of the impact of the  cumulative  effect of accounting  change and the
extraordinary  loss on  extinguishment  of debt, the Company reported net income
attributable  to common  shareholders,  of $1.5 million ($.35 per basic and $.25
per diluted  share) and a net loss of $8.3 million  ($1.90 per basic and diluted

                                       9
<PAGE>

share) for the quarter and the nine months ended June 30, 2002, respectively. As
previously  reported,  the net loss from the  cumulative  effect  of  accounting
change  is  from  the  Company's  adoption  of SFAS  142,  "Goodwill  and  Other
Intangible  Assets" as of October 1, 2001.  The  application  of the  transition
provisions  of this new  accounting  standard  required  the  Company  to take a
non-cash,   non-recurring,   after-tax  charge  of  approximately  $6.5  million
effective as of October  2001.  The charge  eliminated  the  Company's  goodwill
accounts.



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
infrastructure. These short-term cash needs have historically been financed with
cash from operations and further  supplemented by borrowings under the Company's
borrowing  agreements.  At June 30,  2002,  the Company  had working  capital of
approximately  $20.6  million,   centered  in  approximately  $61.7  million  in
inventories,    offset   by   approximately    $58.4   million   in   short-term
revolving/floorplan  credit lines outstanding under its borrowing agreements. As
of August 12,  2002,  the  aggregate  maximum  borrowing  limit  pursuant to the
borrowing  agreements was $70.0 million,  of which the Company's  eligibility to
borrow  additional sums up to the maximum is pursuant to floor plan advances and
a borrowing base formula.  The Company's  floor plan advances and borrowing base
formula  collectively  allow the Company to borrow against  substantially all of
its  new  and  used  inventory,  as  well as  certain  accounts  receivable,  in
determining its maximum borrowing availability.

Operating  activities  generated  cash of $210,000  for the first nine months of
fiscal 2002 due primarily to a net decrease of $3.5 million in  inventories  and
net increases $2.8 million in accounts payable and accrued  liabilities,  offset
by a net increase of $6.5 million in accounts receivable.  The Company's selling
season  typically  begins with boat and recreation  shows occurring in January -
June  in  certain  market  areas  in  which  the  Company   conducts   business.
Accordingly,  inventories  typically  increase  substantially  during  the first
quarter  and begin to level off in the second  quarter  and decline in the third
quarter as a result of increased sales volumes.  Inventory levels generally fall
to an annual low point during the Company's fourth fiscal quarter. The increased
accounts  receivable  levels reported at June 30, 2002 were primarily the result
of  contracts  in transit  generated  from the retail sale of boats.  Thus,  the
contracts in transit are generally due from financial  institutions  that handle
the financing on customer purchases.


Merchandise inventories were approximately $61.7 million and approximately $65.2
million as of June 30, 2002 and September 30, 2001, respectively.

Financing   activities  for  the  nine  months  ended  June  30,  2002  provided
approximately  $7.9 million of cash flows primarily from the net proceeds of the
sale by the  Company  of  80,000  shares of  Series A  Preferred  Stock for $8.0
million  and the  proceeds  of the  issuance  of  $1.3  million  in  Convertible
Subordinated Notes. Exclusive of these financings,  the Company has historically
financed  substantially  all of its inventory and working  capital  requirements
pursuant to  borrowing  agreements  with two  commercial  finance  companies  --
Transamerica  Distribution  Finance  ("TDF")  and  Deutsche  Financial  Services
("DFS").  The  agreements,  which have maturity  dates of January 2003,  contain
substantially  similar terms and financial  ratio based  covenant  requirements.
Borrowings  under the  agreements  are  pursuant  to floor plan  advances  and a
borrowing base formula and are used primarily to finance inventory purchases and
for general working capital  requirements.  Substantially  all assets  including
inventory,  accounts  receivable,  intangibles  and  junior  real  estate  liens
collateralize these borrowing agreements.  The terms of the borrowing agreements
also provide for: (i) fees for administrative  monitoring,  (ii) fees for unused
portions of available  credit,  and (iii)  pre-payment  fees in the event of the
Company's  termination of such floor plans prior to their stated  maturity dates
in  January  2003.  The  borrowing  agreements  also  include  restrictive  loan
agreements  containing  various  loan  covenants  and  borrowing   restrictions,
including minimum financial ratios (governing net worth, current assets, debt to
worth  percentages  and cash flow  coverage  requirements  based  upon  interest
expense and monthly principal and interest payments on debts). Acquisitions, the
payment of  dividends  or  repurchases  of the  Company's  common stock are also
substantially limited without prior consent.  Effective as of December 14, 2001,
the Company entered into amended loan  agreements.  Concurrent with execution of
the amended  loan  agreements,  the Company  received  waivers on all  financial
covenants that were previously in non-compliance with the prior agreements.  The
amended  loan  agreements  also  provided  for certain  revisions  to (i) future
financial  ratios and (ii) the maximum  amount which the Company may borrow from

                                       10
<PAGE>

the current  amount of $90 million to varying  reduced  amounts  through July of
2002,  when such maximum  amounts were fixed at $70 million until the expiration
of the  borrowing  agreements in January of 2003.  Management  believes that the
maximum  available  credit  amounts  under its  credit  lines  conform  with the
anticipated  inventory  purchasing  plans of the Company during the remainder of
fiscal 2002 and at least the first  quarter of fiscal 2003.  Management  is also
currently  discussing  its  borrowing  needs with its  lenders  for the  periods
subsequent  to  January  2003.  The  can be no  assurances  that  the  borrowing
agreements  will be renewed or extended,  or if such are, that the terms will be
comparable  to the terms of borrowing  currently  available to the Company.  The
lack of borrowing  agreements or borrowing  agreements with less favorable terms
could  result in a material  adverse  effect to the  Company  and its results of
operations.


Based upon the proceeds from the issuance of the convertible notes and preferred
stock  (discussed  below) and  management's  Fiscal 2002 operating  performance,
including  borrowing  availability under the borrowing  agreements,  the Company
believes that there is adequate  liquidity to fund the Company's  operations and
to make required principal payments under the two borrowing agreements and other
outstanding  debt.  However,  material  shortfalls or variances from anticipated
performance  could require the Company to seek further  amendment to the amended
borrowing   agreements   or  alternate   sources  of  financing   (such  as  the
sale/leaseback of assets or refinancing of debt).

Effective December 14, 2001, the Company issued  Convertible  Subordinated Notes
(the  "Notes") in an aggregate  amount of $4.3  million  issued in the form of a
$3.0 million Note plus other Notes in the aggregate  amount of $1.3 million.  On
June 10, 2002,  the Company,  prepaid in full,  the principal  balance,  accrued
interest  and  the  required  5%  prepayment  fee  (see  Extraordinary  Loss  on
Extinguishment of Debt in financial statements included herein) to the holder of
the $3.0 million Note.  The proceeds for repayment of the $3.0 million Note were
received pursuant to the Preferred Stock sale described below.

The remaining Notes, which aggregate $1.3 million,  are unsecured with a term of
36 months and have an interest rate of 10.75%, fixed. The principal and interest
amounts payable pursuant to the Notes are  subordinated,  in  substantially  all
respects,  to the Company's  borrowing  agreements  with the commercial  finance
companies providing inventory and working capital financing for the Company. The
Notes are redeemable by the Company, and if not redeemed the principal amount of
the Notes may be converted by the holders into the  Company's  common stock at a
conversion price of approximately $2.46 per share.

On June 13,  2002,  the Company  entered  into an  agreement  with TMRC,  L.L.P.
("Tracker"),  a  wholly-owned  subsidiary of Tracker  Marine,  L.L.C.,  to issue
Tracker  50,000  shares  of newly  created  6% Series A  Cumulative  Convertible
Preferred Stock (the "Preferred Stock") in the Company. The Company also granted
Tracker a warrant (the  "Warrant") to acquire  30,000  additional  shares of the
Preferred Stock. The issue price of the Preferred Stock is $100 per share.  Each
share may be converted into the Company's  common stock at a conversion price of
approximately $2.46 per share.

As of June 30, 2002,  Tracker has funded $5.0 million to purchase  50,000 shares
of the Preferred Stock.  Tracker also exercised the Warrant and purchased 30,000
shares issued  thereto for $3.0  million.  Pursuant to the  requirements  of the
Warrant,  the proceeds from the exercise ($3.0 million) were used to pay off the
$3.0 million Note described above.

Seasonality

The Company's business,  as well as the sales demand for various types of boats,
tends to be highly  seasonal.  Strong sales  typically begin in January with the
onset of the public boat and recreation  shows,  and continue through July. Over
the previous three fiscal years,  the average annual net sales for the quarterly
periods  ended  March  31 and  June 30  represented  in  excess  of 26% and 38%,
respectively,  of the Company's annual net sales. With regard to net income, the
Company  historically  experiences  significant  operating losses in the quarter
ended December 31 due to a broad seasonal  slowdown in sales. Net sales and cash
reserves  typically reach their highest levels during the quarter ended June 30.
During the quarter ended September 30,  inventory  typically  reaches its lowest
levels.  It is generally  during the quarter ended December 31, that the Company
builds  inventory  levels in preparation  for the upcoming  selling season which
begins with boat and recreation  shows occurring  during January through June 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.

                                       11
<PAGE>

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.

Quarterly  results may  fluctuate  due to many  factors.  Some of these  factors
include,  weather  conditions,  timing of  special  events  such as boat  shows,
availability  of product,  manufacturer  sponsored  sales  promotions  or rebate
incentives  and the  opening  or closing of store  locations.  Accordingly,  the
results for any quarterly  period may not be indicative of the expected  results
for any other quarterly period.

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
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934.  These  forward-looking  statements  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: the impact of seasonality
and  weather,   general   economic   conditions,   competition   and  government
regulations,  the level of discretionary  consumer  spending,  national or local
catastrophic  events, 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,  including the
Company's  Report on Form 10-K for the Fiscal Year ended September 30, 2001. All
forward-looking  statements in this Report on Form 10-Q are expressly  qualified
in their entirety by the cautionary statements in this paragraph.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Changes in short-term interest rates on loans from financial  institutions could
materially  affect the Company's  earnings because the interest rates charged on
certain underlying obligations are variable.

At June 30, 2002, a  hypothetical  100 basis point increase in interest rates on
the Company's Floor Plan and Revolving Line of Credit  obligations  would result
in a  decrease  of  approximately  $584,000  in  annual  pre-tax  earnings.  The
estimated decrease is based upon the increased interest expense of the Company's
variable rate Floor Plan and Revolving Line of Credit obligations and assumes no
change in the volume or composition of such debt at June 30, 2002.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time,  the  Company is involved  in  litigation  relating to claims
arising  from its  normal  business  operations.  Currently,  the  Company  is a
defendant  in  several  lawsuits.  Some of these  lawsuits  involve  claims  for
substantial  amounts.  While the ultimate  outcome of these  lawsuits  cannot be
ascertained,   after  consultation  with  counsel,   the  Company  believes  the
resolution  of these  suits  will  not have a  material  adverse  effect  on the
Company's financial condition or results of operations. However, there can be no
assurance as to the ultimate outcome of these matters.

Item 2.  Changes in Securities
SERIES A PREFERRED STOCK

On March 13,  2002,  the Company  entered into an  agreement  with TMRC,  L.L.P.
("Tracker"),  a  wholly-owned  subsidiary of Tracker  Marine,  L.L.C.,  to issue
Tracker  50,000  shares  of newly  created  6% Series A  Cumulative  Convertible
Preferred Stock (the "Preferred Stock") in the Company. The Company also intends
to grant  Tracker  a warrant  to  acquire  an  additional  30,000  shares of the
Preferred Stock (the "Warrant").  The issue price of the Preferred Stock is $100
per share and each share and may be converted into the Company's common stock at
a conversion price of approximately $2.46 per share.

As of June 30, 2002,  Tracker had funded $5.0 million to purchase  50,000 shares
of the Preferred Stock.  Tracker also exercised the Warrant and purchased 30,000
shares issued  thereto for $3.0  million.  Pursuant to the  requirements  of the
Warrant,  the proceeds from the exercise ($3.0 million) were used to pay off the
$3.0 million Note described above in NOTE 4 - CONVERTIBLE SUBORDINATED NOTES.

                                       12
<PAGE>

Item 3.  Defaults Upon Senior Securities

         I. The Company's  borrowing  agreement with  Transamerica  Distribution
Finance ("TDF") contains a covenant limiting  non-cash  write-offs to no greater
than $2.0 million.  The write-off of the Company's goodwill balances pursuant to
SFAS 142 resulted in a non-cash  write-off  that exceeded the allowable  amount.
Prior to  recording  the SFAS 142  elimination  of its  goodwill  balances,  the
Company  notified  TDF.  However,  the Company did not receive  formal notice of
waiver from TDF and cannot guarantee that it will obtain a waiver.

         II. The  Company's  operating  results as of June 30,  2002 were out of
compliance  with one (1) ratio  covenant  of its Loan  Agreement  on real estate
indebtedness with Hibernia National Bank:

-    Modified  Fixed Charge  Coverage  Ratio With  respect to the Hibernia  Loan
Agreement:  the Modified Fixed Charge  Coverage Ratio requires  Travis Boats' to
maintain a Fixed Charge  Coverage Ratio, on a rolling four (4) quarter basis, of
not less than 1.50 to 1.00.  Travis Boats'  Modified Fixed Charge Coverage Ratio
for the 12  months  ended  June 30,  2002 was less than 1.50 to 1.10 and as such
Travis Boats was not in compliance with the Loan Agreement.

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

Not applicable

Item 5.  Other Information

Not applicable

Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibit Number        Description           Incorporated by Reference to:
       --------------        -----------           ----------------------------

        99.1            Certification Pursuant to       Not applicable
                        Section 906 of the
                        Sarbanes-Oxley Act of 2002



(b)    Reports on Form 8-K

During the quarter  ended June 30,  2002 the Company  filed a report on Form 8-K
pertaining to the agreement with Tracker, as follows:

         Form 8-K, Current Report of Unscheduled  Material Events, filed on June
         10, 2002, describing the transaction of June 10, 2002, in which Tracker
         exercised a warrant  and was issued  30,000  shares of newly  issued 6%
         Series A Cumulative Convertible Preferred Stock (the "Preferred Stock")
         in the Company. As a condition to exercise of the warrant, the proceeds
         of $3.0  million  were  required  to be used by the Company to prepay a
         $3.0 million  convertible  promissory  note payable to an  unaffiliated
         third party.

         The warrant was  previously  granted on March 13, 2002 when the Company
         entered into an agreement with Tracker,  a  wholly-owned  subsidiary of
         Tracker  Marine,  L.L.C.,  whereby  Tracker  agreed to purchase  50,000
         shares of Preferred Stock.

Subsequent to June 30, 2002;  but prior to the date of this Report on Form 10-Q,
the  Company  filed a report on Form  8-K/A  pertaining  to the  agreement  with
Tracker, as follows:

         Form 8-K, Current Report of Unscheduled  Material Events, filed on June
         12,  2002,  incorporating  a copy of the Tracker  /Travis  Boats Master
         Dealer Agreement (Master Dealer Supply Agreement) dated as of March 13,
         2002, by and between the Company and Tracker.


                                       13
<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 14, 2002                Travis Boats & Motors, Inc.


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