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 December 31, 2000

                                       OR

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

                         Commission File Number 0-20757

                           TRAVIS BOATS & MOTORS, INC.
             (Exact name of registrant as specified in its charter)


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



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


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

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

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


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 - 4,377,027 shares as of February 12, 2001.




<PAGE>


                                     INDEX


PART I - FINANCIAL INFORMATION

Item 1:   Financial Statements (Unaudited):
               Condensed Consolidated Balance Sheet:
               December 31, 2000 and September 30, 2000....................    1

               Condensed Consolidated Statement of Operations:
               Three Months Ended December 31, 2000 and 1999...............    2

               Unaudited Condensed Consolidated Statement of Cash Flows:
               Three Months Ended December 31, 2000 and 1999...............    3

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

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


PART II - OTHER INFORMATION

Items 1 - 6................................................................   12

Signatures.................................................................   13


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
<CAPTION>

Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 ( in thousands, except share data )
                                                                            December 31,    September 30,
                                                                               2000             2000
                                                                          -------------    ----------------
                                                                          (unaudited)
<S>                                                                          <C>                 <C>
ASSETS:
      Current assets:
            Cash and cash equivalents                                        $   3,059           $   2,971
            Accounts receivable, net                                            10,796              11,616
            Inventories, net                                                    98,799              78,079
            Deferred tax asset                                                      71                  71
            Income taxes recoverable                                             1,368               1,368
            Prepaid expenses and other                                           1,211                 923
                                                                          -------------    ----------------
              Total current assets                                             115,304              95,028

      Property and equipment:
            Land                                                                 5,819               5,819
            Buildings and improvements                                          15,150              14,713
            Furniture, fixtures and equipment                                    8,382               8,262
                                                                          -------------    ----------------
                                                                                29,351              28,794
            Less accumulated depreciation                                       (6,362)             (5,878)
                                                                          -------------    ----------------
                                                                                22,989              22,916

      Deferred tax asset                                                           204                 204

      Intangibles and other assets :
            Goodwill and non-compete agreements, net                            11,036              11,253
            Other assets                                                           239                 246
                                                                          -------------    ----------------
              Total assets                                                   $ 149,772           $ 129,647
                                                                          =============    ================

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
            Accounts payable                                                 $   6,186           $   4,359
            Accrued liabilities                                                  1,831               1,826
            Amounts due for purchase of business                                     0
                                                                                                         0

            Income taxes payable                                                (1,676)                  0
            Floor plan and revolving line of
            credit                                                              94,717              73,282
            Current portion of notes payable and other short-term                1,170               4,613
            obligations

                                                                          -------------    ----------------
              Total current liabilities                                        102,228              84,080

      Notes payable, less current portion                                       11,309               6,015

      Stockholders' equity

              Serial Preferred stock, $.01 par value,
      1,000,000 shares
                      authorized, no shares outstanding
            Common Stock, $.01 par value, 50,000,000 authorized,
                 4,381,027 and 4,399,027 issued and outstanding at
                 December 31, 2000 and September 30, 2000, respectively             44                  44
            Paid-in capital                                                     15,404              15,464
            Retained earnings                                                   20,787              24,044
                                                                          -------------    ----------------
              Total stockholders' equity                                        36,235              39,552

                                                                          -------------    ----------------
              Total liabilities and stockholders' equity                     $ 149,772           $ 129,647
                                                                          =============    ================
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       1

<PAGE>

<TABLE>
<CAPTION>


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

                                                                       Three months ended
                                                                          December 31,

                                                                    2000              1999
                                                                -------------------------------

<S>                                                              <C>               <C>
Net sales..................................................      $    24,084       $    23,627
Cost of goods sold.........................................           18,306            17,653
                                                                -------------     -------------

Gross profit...............................................            5,778             5,974

Selling, general and administrative........................            8,379             7,651
Depreciation and amortization..............................              700               624
                                                                -------------     -------------
                                                                       9,079             8,275

Operating loss.............................................           (3,301)           (2,301)
Interest expense...........................................           (1,847)           (1,374)
Other income...............................................               11                 9
                                                                -------------     -------------

Loss before income taxes...................................           (5,137)           (3,666)
Income tax benefit.........................................           (1,881)           (1,344)
                                                                -------------     -------------

Net Loss...................................................          ($3,256)          ($2,322)
                                                                =============     =============

Basic and Diluted Loss Per Share...........................           ($0.74)           ($0.53)

Weighted avg. basic and dilutive common shares outstanding.        4,387,228         4,376,503

Stores open at end of period...............................               39                38
                                                                =============     =============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       2

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                           Three months ended
                                                                                              December 31,

                                                                                       2000                1999
                                                                                   ----------------------------------
<S>                                                                                    <C>                <C>
Operating activities:
Net Loss                                                                                 ($3,256)            ($2,322)
Adjustments to reconcile net loss to net cash used in
  Operating activities:
      Depreciation..............................................................             481                 412
      Amortization..............................................................             219                 212
      Changes in operating assets and liabilities
           Accounts receivable..................................................             820               3,094
           Prepaid expenses.....................................................            (288)                138
           Inventories..........................................................         (20,720)            (28,203)
           Other assets.........................................................               7                (237)
           Accounts payable.....................................................           1,827                 (74)
           Accrued liabilities..................................................               5                (578)
           Income tax benefit...................................................          (1,676)             (1,805)
           Unearned revenue.....................................................               0                 785

                                                                                   --------------     ---------------
      Net Cash used in operating activities.....................................         (22,581)            (28,578)

      Investing Activities:
      Purchase of businesses....................................................               0                 (30)
      Purchase of property and equipment........................................            (557)               (919)

                                                                                   --------------     ---------------
      Net cash used in investing activities                                                 (557)               (949)

      Financing activities:

      Net increase in notes payable and other short term obligations............          23,286              30,654
      Net proceeds (payments) from issuance
         (repurchase) of common stock                                                        (60)                  0
                                                                                   --------------     ---------------
      Net cash provided by financing activities.................................          23,226              30,654
      Change in cash and cash equivalents.......................................              88               1,127
      Cash and cash equivalents, beginning of period............................           2,971               4,125

                                                                                   --------------     ---------------
      Cash and cash equivalents, end of period..................................       $   3,059          $    5,252
                                                                                   ==============     ===============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       3

<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared  from the  records  of Travis  Boats & Motors,  Inc.  and  subsidiaries
(collectively,  the Company)  without audit. In the opinion of management,  such
financial  statements  include all  adjustments  (consisting  of only  recurring
accruals)  necessary to present  fairly the  financial  position at December 31,
2000;  and the interim  results of operations and cash flows for the three month
periods ended  December 31, 2000 and 1999.  The condensed  consolidated  balance
sheet at September  30,  2000,  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, 2000.  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, 2000 included in the Company's annual Report on Form 10-K.

The results of operations for the three month period ended December 31, 2000 are
not  necessarily  indicative  of the results to be expected  for the full fiscal
year.

NOTE 2 - NET LOSS PER COMMON SHARE

In 1997, the Financial  Accounting Standards Board issued Statement of Financial
Accounting  Standards  No. 128,  Earnings Per Share.  Statement 128 replaced the
previously  reported primary and fully diluted earnings per share with basic and
diluted earnings per share.  Unlike primary  earnings per share,  basic earnings
per share excludes any dilutive  effects of options,  warrants,  and convertible
securities.  Diluted  earnings  per  share  is very  similar  to the  previously
reported  fully diluted  earnings per share.  All earnings per share amounts for
all periods have been presented, and where necessary, restated to conform to the
Statement 128 requirements.

Statement 128 requires the  calculation  of earnings per share to exclude common
stock  equivalents  when the  inclusion of such would be  anti-dilutive.  In the
quarters  ended  December  31,  2000 and 1999,  the  inclusion  of common  stock
equivalents would have been anti-dilutive  based upon the net loss posted by the
Company. As such, all common stock equivalents were excluded.

                                       4

<PAGE>


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

                                    Three Months Ended        Three Months Ended
                                     December 31, 2000         December 31, 1999
                                    ------------------        ------------------
Numerator:
         Net loss                      ($3,256,000)              ($2,322,000)
                                    --------------------------------------------
Denominator:
         Denominator for basic
         Earnings per share -
         Weighted avg. shares            4,387,228                 4,376,503

Effect of dilutive securities:
         Employee stock options           -------                   -------
                                    --------------------------------------------

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

Denominator for diluted earnings
         Per share - adjusted
         Weighted average shares         4,387,228                 4,376,503
         And assumed conversions
                                    --------------------------------------------

Basic loss per share                      ($0.74)                    ($0.53)
                                    --------------------------------------------

Diluted loss per share                    ($0.74)                    ($0.53)
                                    --------------------------------------------


As of December 31, 2000, the Company had issued and outstanding  incentive stock
options to certain  officers,  directors and employees  totaling  366,131 shares
which had a strike price  exceeding the closing  price of the  Company's  common
stock on such date.  The 366,131  option shares have a weighted  average  strike
price of $7.51 and a weighted average outstanding remaining life of 6.98 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.  Repurchased shares of common stock consisted of
the following as of December 31, 2000:

     Shares Repurchased (000's)                 33
     Total Purchase Price (000's)               $119
     Average Price per Share                    $3.61


NOTE 4 - COMPREHENSIVE INCOME For the quarters ended December 31, 2000 and 1999,
the Company recorded no comprehensive income items, therefore  Comprehensive Net
Loss equaled Net Loss.


                                       5

<PAGE>

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.  The Company,  which
currently  operates  39 stores  under the name Travis  Boating  Center in Texas,
Arkansas,  Louisiana,  Alabama,  Tennessee,  Mississippi,  Florida,  Georgia and
Oklahoma seeks to differentiate itself from competitors by providing customers a
unique superstore  shopping  experience that showcases a broad selection of high
quality boats, motors,  trailers and related marine accessories at firm, clearly
posted low prices.  Each superstore also offers  complete  customer  service and
support,   including  in-house   financing  programs  and  full-service   repair
facilities staffed by factory-trained mechanics.

History
-------

Travis Boats was incorporated as a Texas corporation in 1979. As used herein and
unless  otherwise  required  by the  context,  the  terms  "Travis  Boats",  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.  Since  1990,  we have  opened or  acquired  34
additional  store locations in the following  states:  Texas (3),  Arkansas (4),
Louisiana  (4),  Alabama (2),  Tennessee  (5),  Mississippi  (1),  Florida (13),
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 custom design and pre-package  combinations  of popular  brand-name
boats, such as Larson,  Wellcraft,  Scarab,  Bayliner,  Trophy, Sprint, Sea Ark,
Fishmaster and Ranger with outboard  motors  generally  manufactured by Outboard
Marine  Corporation or Brunswick  Corporation,  along with trailers and numerous
accessories,  under our own  proprietary  Travis Edition label.  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.  We also sell
yachts, such as Carver, Martinique, Cruisers and Luhrs 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.

                                       6

<PAGE>

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

Quarter  Ended,  December 31, 2000 Compared to the Quarter  Ended,  December 31,
1999

Net sales.  Net sales  increased by 2.1% to  approximately  $24.1 million in the
first  quarter  of fiscal  2001 from  approximately  $23.6  million in the first
quarter of fiscal 2000.  The primary  component of the increase in net sales has
been the result of the newly opened store locations during fiscal 2000 in Stuart
(Jupiter) and Pompano,  Florida.  The increase in net sales was partially offset
by a decrease  in  comparable  store  sales of 16.0% (34 stores in base) for the
quarter ended December 31, 2000.  Management believes the decrease in comparable
store  sales was  related to various  factors  including  poor  weather,  higher
overall interest rates,  erratic levels of consumer confidence and sales results
in the Company's  Winchester,  Tennessee  and Ft.  Walton  Beach,  Florida store
locations.  Net sales in these markets were affected by the Company experiencing
sales of several  large boats  ("cruisers")  and a bulk sale of motor oil in the
prior December 1999 quarter, without similar sales in the quarter ended December
31, 2000.

Gross profit.  Gross profit decreased to approximately $5.8 million in the first
quarter of fiscal 2001 from  approximately  $6.0  million in the same quarter of
fiscal  2000,  while gross  profit as a percent of net sales also  decreased  to
24.0% from 25.3% during the same  periods.  The decrease in total gross  profit,
both in actual dollars and as a percent of net sales,  was primarily  related to
the  Company  offering  additional  incentives  generally  during  the months of
October and November,  2000 on certain of its boats.  These incentives were part
of the Company's  inventory  reduction plan  implemented  previously  during the
summer of the recently completed 2000 fiscal year.

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.

Net sales attributable to F&I Products contributed  approximately  $659,000,  or
11.4%,  of total gross profit in the first  quarter of fiscal 2001,  compared to
approximately $652,000, or 10.9%, of total gross profit for the first quarter of
the prior fiscal year.  All costs and expenses  associated  with the sale of F&I
Products are included in selling, general and administrative expenses.


                                       7

<PAGE>

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative expenses increased by 9.1% to approximately $8.4 million in first
quarter of fiscal 2001 from  approximately $7.7 million for the first quarter of
fiscal  2000.  Similarly,  selling,  general  and  administrative  expenses as a
percent of net sales increased to 34.8% in the first quarter of fiscal 2001 from
32.4% for the first quarter of fiscal 2000. The increase, both in actual dollars
and as a percent  of net  sales,  was  primarily  attributable  to the  expenses
related  to  operating  a  larger  network  of  sales  locations  and  increased
advertising and marketing expenditures.

Depreciation and Amortization Expenses.  Depreciation and amortization expenses,
as a percent of net sales,  increased in the first  quarter of fiscal  2001,  to
2.9% from 2.6% in the same quarter of the prior fiscal year. The increase,  as a
percent of net sales, was primarily attributable to the depreciation expenses of
the Company's recently  completed  superstore  location in Atlanta,  Georgia and
other improvements to its asset infrastructure.

Interest   expense.   Interest  expense  increased  by  34.4%  to  approximately
$1,847,000 in the first quarter of fiscal 2001 from approximately  $1,374,000 in
the first quarter of fiscal 2000.  Interest expense,  as a percent of net sales,
increased to 7.7% from 5.8% in the quarterly periods ended December 31, 2000 and
1999,  respectively.  The increased interest expense, both in actual dollars and
as a percent of net sales,  was primarily  the result of higher  balances on the
Company's  floor plan and revolving bank lines  necessary to support  inventory,
working  capital and the growth in the fixed asset  requirements  for the larger
store network.  Interest expense was also negatively  impacted by an increase in
the  Company's  short term  borrowing  rates  relative to the same period of the
prior year.

Net loss.  The Company posted a net loss of  approximately  $3.3 million for the
first quarter of fiscal 2001.  This represents an increase of 43.5% from the net
loss of  approximately  $2.3 million in the first  quarter of fiscal 2000.  As a
percentage of net sales, the Company posted a net loss of 13.7% and 9.8% for the
first  quarter of fiscal 2001 and 2000,  respectively.

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 or
infrastructure  expansion.  These short-term cash needs have  historically  been
financed with cash from operations and borrowings under the Company's  borrowing
agreements.   At  December  31,  2000,  the  Company  had  working   capital  of
approximately  $13.1  million,   centered  in  approximately  $98.8  million  in
inventories,    offset   by   approximately    $94.7   million   in   short-term
revolving/floorplan  credit lines outstanding under its borrowing agreements. As
of December 31, 2000,  the aggregate  maximum  borrowing  limit  pursuant to the
borrowing  agreements was $112.3 million, of which the Company's  eligibility to
borrow  additional  sums up to the  maximum is pursuant  to the  borrowing  base
formula.  The  Company's  borrowing  base  formula  allows 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.  "See
Subsequent Event".


                                       8

<PAGE>

Operating  activities  used cash of $22.6  million for the first three months of
fiscal 2001 due primarily to the net  increases of $20.7 million in  inventories
and the reported  seasonal net loss. The first quarter  historically  represents
the  "off"  or  "slow"  selling  season  for the  Company  (see  "Seasonality").
Inventory  growth  traditionally  builds during the first quarter in preparation
for the selling season which begins with boat and recreation  shows occurring in
January and  February  in certain  market  areas in which the  Company  conducts
business. This inventory level generally falls to an annual low point during the
Company's fourth fiscal quarter.

Merchandise inventories were approximately $98.8 million and approximately $78.1
million as of December 31, 2000 and September 30, 2000, respectively.

The Company used net cash in investing  activities of approximately $0.6 million
in the first three  months of fiscal 2001 as the Company  continued  to renovate
stores to superstore  standards and update certain  facilities with its standard
superstore trade dress awnings, pole signage and neon.

Financing  activities  for the three months  ended,  December 31, 2000  provided
approximately  $23.2  million of cash flows  primarily  from the net proceeds of
borrowings  under the Company's  borrowing  agreements.  The agreements  include
borrowing   agreements   entered  into  in  January,   2000  with   Transamerica
Distribution  Finance  ("TDF") and Deutsche  Financial  Services  ("DFS") in the
principal  amounts  of $50.0  million  and $60.0  million,  respectively.  These
borrowing  agreements,  which  contain  substantially  similar  terms  and  have
maturity  dates of January  2003,  provide for a combined  borrowing  at various
sub-prime  based or LIBOR based  interest  rates.  Borrowings  are pursuant to a
borrowing base formula and are used primarily to finance inventory purchases and
for general working capital requirements.  Substantially all inventory, accounts
receivable and intangible assets 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).  The payment of dividends or repurchases  of the Company's  common stock
are also substantially limited. "See Subsequent Event".

The Company's  borrowing  agreements and internally  generated  working  capital
should be sufficient to meet the Company's cash requirements in the near future.


                                       9
<PAGE>

Liquidity and Capital Resources - Subsequent Event
--------------------------------------------------

Effective with the company's  financial  results for the period ended  September
30,  2000 and  December  31,  2000,  the  Company  was in  violation  of several
financial  ratio covenants with TDF and DFS.  However,  on January 16, 2001, the
Company received written waivers from each lender and,  accordingly  amended and
restated the borrowing  agreements to provide for modified ratio levels for each
quarterly period through and including September 30, 2001. The amended borrowing
agreements,  which  mature in January  2003,  continue to provide for a total of
$110 million in inventory floor plan financing and working  capital  borrowings.
Interest on the borrowing  agreements  ranges from the lender's prime rate minus
0.25% to LIBOR plus 3.0%.  The Company  believes  that the  financial  covenants
established in the amended borrowing  agreements will be achieved based upon the
Company's current and anticipated  performance.  Based upon management's  Fiscal
2001  operating  plan,  including the  sale/leaseback  or refinancing of certain
assets,  if necessary,  and  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.
Management  believes the Company is currently in compliance with all other terms
and conditions of its borrowing agreements.

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  approximately  25% and 40%,
respectively,  of the Company's annual net sales. With regard to net income, the
Company  historically  generates  profits  in three of its fiscal  quarters  and
experiences  operating  losses in the quarter  ended  December 31 due to a broad
seasonal  slowdown in sales.  During the quarter ended  September 30,  inventory
typically  reaches its lowest levels and  accumulated  cash  reserves  reach the
highest  levels.  During the quarter  ended  December 31, the Company  generally
builds  inventory  levels in preparation  for the upcoming  selling season which
begins with boat and recreation  shows occurring during January through March in
certain  market  areas in which the Company  conducts  business.  Travis  Boats'
operating  results would be materially and adversely  affected if net sales were
to fall  significantly  below  historical  levels  during  the months of January
through June.

The  Company's  business is also  significantly  affected  by weather  patterns.
Weather  conditions that are  unseasonable  or unusual may adversely  affect the
Company's  results of  operations.  For example,  drought  conditions  or merely
reduced  rainfall  levels,  as well as excessive  rain, may affect the Company's
sale of boating packages and related products and accessories.  While management
believes that the Company's  quarterly net sales will continue to be impacted by
seasonality,  quarterly  results may become less susceptible to certain regional
weather conditions as expansion occurs throughout the southern United States.

Quarterly results may fluctuate as a result of the expenses  associated with new
store openings or  acquisitions,  including the timing thereof.  Prior to fiscal
1997,  the Company had attempted to  concentrate  expansion  during the seasonal
slowdown  generally  occurring in the quarter ending  December 31. During fiscal
1997, the Company  modified its acquisition  strategy to acquire store locations
through-out  the fiscal year. This was done to allow the Company the opportunity
to derive  in-season sales from the  acquisitions as well as to provide a longer
period in which to integrate the acquired store's operations. Alternatively, the
acquisition  costs would typically  include more inventory  expense than if such
acquisition  occurred in the slow, winter season since marine dealer's generally
maintain  higher  in-stock  levels  during the  summer  months.  Such  inventory
acquired may have prices  greater than the Company would  otherwise pay for such
product  and  accordingly,  the  Company  may elect to dispose  of the  acquired
product at reduced prices. Accordingly, the results for any quarterly period may
not be indicative of the expected results for any other quarterly period.


                                       10

<PAGE>


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 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,  including the Company's Report on Form
10-K  for  the  Fiscal  Year  ended  September  30,  2000.  All  forward-looking
statements in this Report on Form 10-Q are expressly qualified in their entirety
by the cautionary statements in this paragraph.

Other Business Matter - Bankruptcy of Significant Supplier
----------------------------------------------------------

On December  22,  2000,  one of the  Company's  primary  supplier's  of outboard
engines,  Outboard Marine  Corporation  ("OMC") filed a voluntary petition under
Chapter 11 of the United  States  Bankruptcy  Code.  The  bankruptcy  filing has
terminated our master agreement under which we purchased outboard engines, which
otherwise  would have  expired on June 30, 2001.  The  Company,  in the ordinary
course of its  operations,  has  certain  amounts  due from and due to OMC.  The
Company  believes  that it has the benefit of certain  rights of "off-set"  that
when  implemented  will  result in the  elimination  of such  amounts  without a
detrimental effect on its financial operations.

On February 9, 2001, a federal  bankruptcy judge approved the sale of OMC's main
assets to Bombardier,  Inc. and Genmar Holdings,  Inc. Under the deal,  Canadian
based  Bombardier  takes over OMC's Johnson and Evinrude  outboard engine brands
and Minneapolis based Genmar takes over OMC's boat lines. Travis Boats currently
has business  relationships with both Bombardier and with Genmar as each company
is  active  in the  marine  industry,  however  additional  details  of the  OMC
transaction are not yet available.

The Company also maintains a contract with an  alternative  supplier of outboard
engines,  Brunswick Corporation,  covering the terms for the purchase of Mercury
outboard  motors.   However,  if  it  becomes  necessary  to  secure  additional
alternative  sources of outboard engines at similar quality and prices, we could
experience inventory shortfalls,  which if severe enough could cause significant
disruptions  and  delays  in  our  sales,  and  therefore,  harm  our  financial
condition.  Also, if OMC were unable to secure or provide warranty  coverage for
their outboard engines,  we may experience reduced demand for OMC products which
could cause significant disruptions and delays in our sales, and therefore, harm
our financial conditions.

                                       11

<PAGE>

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.  Change in Securities

Not applicable

Item 3.  Defaults Upon Senior Securities

See  Part  1 -  Item 2 -  Management's  Discussion  and  Analysis  of  Financial
Conditions  and  Results of  Operations  -  Liquidity  and  Capital  Resources -
Subsequent Events

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                                           Incorporated by
          Number                   Description                Reference to
          -------                  -----------              ---------------

          Exhibit 27          Financial Data Schedule       Filed herewith

     (b)  Reports on Form 8-K
          -------------------

          The  Company  has not filed any  reports  on Form 8-K for the  quarter
          ended December 31, 2000.

                                       12
<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: February 14, 2001     Travis Boats & Motors, Inc.



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


                                       13