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

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

               For the Quarterly Period Ended March 31, 1999

                                 OR

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

                      Commission File Number 0-20757

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


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



            5000 Plaza on the Lake, Suite 250, Austin, Texas 78746
                  (Address of principal executive offices)

        Registrant's telephone number, including area code: (512) 347-8787
         Securities registered pursuant to Section 12(b) of the Act: None
            Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $.01 Par Value
                              (Title of class)
                          
Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days. 
Yes [ X ]   No  [  ]
 

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

Common Stock $.01 par value - 4,287,063 shares as of May 14, 1999. 


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Financial Statements

Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance 
Sheets
 ( in thousands, except share data 
) 
                                                 March 31,       September 30,
                                                   1999             1998
                                               ------------    ----------------
                                                (unaudited)

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

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

   Deferred tax asset                                    96                  96 

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

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

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

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



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

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

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

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

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

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

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

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

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


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

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

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

Financing activities:
Net increase in floorplan and revolving debt, notes 
payable and other short term obligations                 39,702        31,361 
  
Issuance of common stock                                     24           334 
                                                   ------------  ------------
Net cash provided by financing activities                39,726        31,695 
Change in cash and cash equivalents                       1,773         3,179
Cash and cash equivalents, beginning of period            4,618         5,816 
                                                   ------------  ------------
Cash and cash equivalents, end of period                 $6,391        $8,995
                                                   ============  ============
 

        See notes to unaudited condensed consolidated financial 
        statements



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH  31, 1999

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared from the records of Travis Boats & Motors, Inc. and subsidiaries
(collectively, the Company) without audit.  In the opinion of management, such
financial statements include all adjustments (consisting of only recurring 
accruals) necessary to present fairly the financial position at March 31, 
1999; and the interim results of operations and cash flows for the three 
month and six month periods ended March 31, 1999 and 1998.  The condensed 
consolidated balance sheet at September 30, 1998,  presented herein, has been
prepared from the audited consolidated financial statements of the Company for
the fiscal year then ended.

Accounting policies followed by the Company are described in Note 1 to the 
audited consolidated financial statements for the fiscal year ended September 
30, 1998.  Certain information and footnote disclosures normally  included in 
financial statements have been condensed or omitted for purposes of the 
condensed consolidated interim financial statements.  The condensed 
consolidated financial statements should be read in conjunction with the 
audited consolidated financial statements, including the notes thereto, for 
the fiscal year ended September 30, 1998 included in the Company's annual 
Report on Form 10-K.

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

NOTE 2 - NET INCOME PER COMMON SHARE


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

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

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

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


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

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

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


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

NOTE 3 - ACQUISITIONS

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


                                        Non-
                                        compete         Liabil Note
Name of Company   Date of Purcha Tangib Agreemen Cash    ities   s   Stock
                  Acquisi   se   le Net ts and   Paid   Assume Issu  Issue
                   tion   Price  Assets Goodwill          d     ed     d
__________________________________________________________________________

                                    (In Thousands)

Fiscal 1999
-----------
Amlin, Inc. dba     01/99 $7,584 $6,494   $1,090 $1,619 $5,494   $471    -
Magic Marine           
Sportsman's Haven   01/99  2,993   2,343      650    931  1,483   579    -
Pier 68 Marina      02/99  2,780   2,224      556     86  2,365   329    -

Fiscal 1998
-----------
Southeastern        11/97 1,730   1,390      280  1,606      -   124     -
Marine
Worthen Marine      12/97   287     142      145    287      -     -     -
HnR Marine          04/98   359     359        -    359      -     -     -
Moore's Marine      05/98   777     376      401    777      -     -     -
Rodgers Marine      09/98 2,443   2,093      350    327  1,766     -   350

Fiscal 1997
-----------
North Alabama       10/96   892     687      205    812      -    80     -
Watersports
Tri-Lakes Marine    11/96 3,180   1,892      644    643  1,937   600     -
Bent's Marine       02/97 1,519     840      679  1,064      -   455     -
McLeod Marine       08/97   958     730      228    958      -     -     -
Adventure Marine    09/97 8,226   5,536    2,690  1,430  5,203   115 1,478

Fiscal 1996 
-----------
Red River Marine    09/95 2,955   1,905    1,050    917    438 1,600     -


Effective April 30, 1999, the Company acquired certain assets of DSA Marine 
Sales & Service,Inc.  dba The Boatworks, which operated store locations in 
Bradenton, Clearwater and Englewood, Florida.  This acquisition included boat,
motor and trailer inventory, as well as parts and accessories inventory and 
certain fixed assets of the seller.  The approximate purchase price of $6.4 
million was paid through the assumption of approximately $4.2 million in 
short term debt related to inventories acquired, cash of approximately 
$550,000 and the issuance of common stock.

NOTE 4 - COMPREHENSIVE INCOME

For the quarter and the six months ended March 31, 1999, Comprehensive
Income equalled Net Income.


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

General
Travis Boats & Motors, Inc. (''Travis Boats'' or the ''Company'') is a leading 
multi-state superstore retailer of recreational boats, motors, trailers and 
related marine accessories in the southern United States. The Company, which
currently operates 35 stores (32 stores as of March 31, 1999) under the name 
Travis Boating Center in Texas, Arkansas, Louisiana, Alabama, Tennessee, 
Mississippi, Florida, Georgia and Oklahoma seeks to differentiate itself from
competitors by providing customers a unique superstore shopping experience 
that showcases a broad selection of high quality boats, motors, trailers and 
related marine accessories at firm, clearly posted low prices. Each superstore
also offers complete customer service and support, including in-house financing
programs and full-service repair facilities staffed by factory-trained 
mechanics. 

	History 

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

	Since its founding as a single retail store in Austin, Texas, the Company has 
grown both through acquisitions and the establishment of new store locations. 
During the 1980's, the Company expanded into San Antonio, Texas with the 
construction of a new store facility. The Company subsequently made acquisitions
of boat retailers operating within the Texas markets of Midland, Dallas and 
Abilene. It was during this initial period of expansion that the Company began 
developing the systems necessary to manage a multi-store operation and 
leveraging the economies of scale associated with volume purchasing. The 
Company's success in these areas led to the proprietary Travis Edition packaging
concept and the Company's pricing philosophy. Since 1990, Travis Boats has 
opened or acquired 30 additional store locations in the following states: Texas 
(3), Arkansas (4), Louisiana (4), Alabama (2), Tennessee (3), Mississippi (1), 
Florida (11), Georgia (1) and Oklahoma (1) 
	
 As of the date of this Report on Form 10-Q, the Company operates 35 store 
locations under the name Travis Boating Center through the acquisition of three 
(3) locations in April of 1999.  The newly acquired stores are located in 
Bradenton, Clearwater and Englewood, Florida .  

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

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

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

Results of Operations

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

General growth in overall sales volume was primarily the result of the increased
number of stores in operation during the periods (32 vs. 22), the participation 
in additional season opening boat and recreation shows, and a favorable mix of 
Travis Edition boat sales that has resulted in a higher average sales price 
(approximately $18,500  versus $15,000 in fiscal 1998).  A primary component 
in the favorable mix of Travis Edition boat packages sold has been the 
increase in sales of the Company's "Blue-water" (off-shore) fishing boats and 
other Travis Edition boating packages.  The "Blue-water" fishing boats, which 
are typically 25-35 feet in length and designed for off-shore use, are generally
sold in the Company's store locations serving coastal markets such as those 
store locations  acquired in Louisiana,  Mississippi and Florida. As the Company
 continues to operate in Florida and enters other coastal type markets along the
 Gulf of Mexico or the Atlantic coast, management believes that the distribution
of off-shore fishing boats and cabin cruisers will increase as a percentage of 
net sales.

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

Also, included within net sales is revenue that the Company earns related to F&I
 ("Finance and Insurance") Products. The Company, through relationships with 
various national and local lenders, is able to place financing for its customers
boating purchases. These lenders allow the Company to ''sell'' the loan at a 
rate higher than a minimum rate established by each such lender and the Company 
earns fees based on the percentage increase in the loan rate over the lender's 
minimum rate. The Company sells these loans without recourse except that in 
certain in-stances the Company must return the fees earned if the customer 
repays the loan or defaults in the first 120-180 days.The Company also sells, as
 a broker, certain types of insurance (property/casualty, credit life, dis-
ability) and extended service contracts. The Company may also sell these 
products at amounts over a minimum established cost and earn income based upon 
the profit over the minimum established cost.   Net sales attributable to F&I 
Products contributed $2.2 million, or 4.8%, of net sales in the second quarter 
of fiscal 1999, as compared to $2.1 million or 6.3%, of net sales for the second
 quarter of the prior fiscal year.  For the six months ended March 31, 1999, net
 sales attributable to F&I Products contributed $2.5  million, or 4.5% of net 
sales, compared to $2.5 million or 5.7% of net sales, for the same period of the
 prior year.  Management attributes the decline in net sales attributable to F&I
 products as a percentage of net sales to: (i) the relative inexperience and 
unfamiliarity to Travis operating procedures of  numerous F&I managers hired for
 newly acquired store locations, (ii) a shift to a higher average selling price 
of boats to customers that were less desirous or in need of financing to fund 
their boat purchase and (iii) active solicitation of boat loans from certain 
credit unions and other "non-conventional" financing sources offering favorable 
interest rates and financing terms. While the net sales attributable to F&I 
products was negatively impacted during the quarter ended March 31, 1999 by 
the aforementioned factors, the Company believes that its F&I product selection 
is competitive within the industry.  The Company  plans to continue emphasis 
on the training of F&I employees and provide incentive designed to compliment 
the achievement of established departmental goals. 

Comparable store sales increased by 6.2% for the quarter (17 stores in base) and
 2.6% for the six months (14 stores in base) ended March 31, 1999, respectively.
 In the prior year, comparable store sales increased by 10.1% for the quarter 
(11 stores in base) and 5.5% for the six months (10 stores in base) ended March 
31, 1998, respectively.  The Company's planned acquisition strategy and 
subsequent renovation of stores to superstore standards is expected to continue 
to negatively impact the number of stores eligible for comparable store base 
calculations in relationship to the total number of store locations operated.  
As such, comparable store performance is expected to remain unstable until 
higher percentages of the Company's stores are eligible for comparable store 
calculations.

Gross profit.   Gross profit increased by 24.8% to $11.4 million in the second 
quarter of fiscal 1999 from $9.1 million in the same quarter of fiscal 1998, 
while gross profit as a percent of sales decreased to 25.8% from 27.2% during 
the same periods.  For the six months ended, March 31, 1999, gross profit 
increased 22.1% to $14.3 million from $11.7 million in the same period of the 
prior year.  However, during the period gross profit as a percent of sales 
decreased to 25.5% from 26.9%.  The decrease in gross profit as a percent of 
sales for the quarter and six months ended March 31, 1999 were primarily 
related to the mix of revenues discussed above in Net Sales attributable to 
traditionally higher gross profit sales categories such as:  F&I income, over 
the counter sales of parts & accessories and service labor, as well as the mix 
of larger, more expensive boats sold during the periods. 

Notwithstanding the factors discussed in the above paragraph, net sales 
attributable to F&I Products have a significant impact on the gross profit 
margin.  Net sales of these products contributed $2.2 million, or 19.3%, of 
total gross profit in the second quarter of fiscal 1999, as compared to $2.1 
million or 23.1%, of total gross profit for the second quarter of the prior 
fiscal year.  For the six months ended, March 31, 1999, net sales attributable 
to F&I Products accounted for $2.5 million, or 17.5% of the total gross profit, 
compared to $2.5 million or 21.2%, for the same period of the prior year.  Net 
sales attributable to F&I Products are reported on a net basis, therefore, all 
of such sales contribute directly to the Company's gross profit. The costs 
associated with the sale of F&I Products are included in selling, general and 
administrative expenses. 

Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 37.0% to $7.3 million in second quarter 
of fiscal 1999 from $5.3 million for the second quarter of fiscal 1998. Selling,
 general and administrative expenses as a percent of net sales increased to 
16.5% in the second quarter of fiscal 1999 from 15.8% for the second quarter of 
fiscal 1998. 

Selling, general and administrative expenses in actual dollars increased by 
approximately 30.8% to $11.8 million for the six months ended March 31, 1999, 
versus $9.0 million in the same period of the prior fiscal year.  In the same 
period selling, general and administrative expenses as a percent of net sales 
increased to 21.0% from 20.6%.   In terms of both actual dollars and as a 
percentage of net sales, the increase in selling, general and administrative 
expenses was primarily attributable to increased expenses associated with the 
operation of a larger store network, including growth in the corporate-office 
staffing infrastructure and  increased advertising costs.  Rental expense also 
increased as a percent of net sales as the Company expanded and relocated 
its Corporate headquarters which had previously been located in the Austin, 
Texas superstore facility.  Opening and other start-up costs associated with the
acquisition and start-up of eight (8) new store locations during the quarter 
ended March 31, 1999, plus expenses of the relocation and renovation of various 
store locations also contributed to the increase in selling, general and 
administrative expenses.  However, the increase in selling, general and 
administrative expenses was partially offset by a reduction in gross wages to 
11.7% from 12.3% of net sales for the six months ended March 31, 1999.

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

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

Interest expense.   Interest expense, in actual dollars, increased to $948,000 
in second quarter of fiscal 1999 from $578,000 in the second quarter of fiscal 
1998, while interest expense as a percent of net sales increased to 2.2% from 
1.7% of net sales in the second quarter of both fiscal 1999 and fiscal 1998, 
respectively.  For the six months ended March 31, 1999, interest expense 
increased to $1.5 million from $1.0 million in the same period of the prior  
year and interest expense as a percent of net sales increased to 2.7% from 2.4%.
 The increase was primarily the result of the additional debt incurred in the 
acquisitions occuring during fiscal 1999 and 1998 as well as higher balances on 
the Company's floor plan and revolving bank lines necessary to support inventory
 requirements for the larger store network.

Net Income.   The Company posted a net income of $1.8 million for the second 
quarter of fiscal 1999 which remained flat from the same level of $1.8 million 
for second quarter of fiscal 1998.  Net income as a percent of net sales 
decreased to 4.0% from 5.4% for the second quarter of fiscal 1999 and 1998, 
respectively.  For the six month periods ended March 31, 1999 and 1998, 
respectively,  net income declined by $465,000 from $642,000 to $177,000.  

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

Liquidity and Capital Resources 

The Company's short-term cash needs are primarily for working capital to support
operations, including inventory requirements, off-season liquidity and store 
expansion. These short-term cash needs have historically been financed with cash
from operations and borrowings under the Company's credit facilities. At March 
31, 1999, the Company had working capital of $13.6 million, including $15.2 
million in accounts receivable (primarily contracts in transit from sales) and 
$74.1 million in inventories, offset by approximately $7.1 million of accounts 
payable and accrued liabilities, and $74.3 million in other short-term 
liabilities including revolving/floorplan credit lines outstanding ($73.4 
million) and unearned income ($1.6 million).  As of March 31, 1999, the 
aggregate maximum borrowing limits under floor plan and revolving lines of 
credit were approximately $112 million, of which the Company was eligible to 
borrow approximately $73.4 million pursuant to the Company's borrowing formula.

Operating activities utilized cash flows of $31.9 million for the first six 
months of fiscal 1999 due primarily to the net increases of $24.9 million in 
inventories (exclusive of those inventories that were acquired in acquisitions 
of approximately $10.3 million) and $10.3 million in accounts receivable. In 
addition to inventory from the locations acquired since September 30, 1998, it 
is during the first and second quarter that the Company builds inventory levels 
to support the selling season which begins with the January and February boat 
shows.  The increased accounts receivable levels reported at March 31, 1999 
were primarily the result of contracts in transit generated from the retail 
sale of a boat.  Thus, the contracts in transit are generally due from financial
 institutions that handle the financing on customer purchases.   

The Company used net cash in investing activities of approximately $6.0 million 
in the first six months of fiscal 1999. During the first six months of fiscal 
1999, the Company acquired substantially all of the assets of Amlin, Inc., Inc. 
(net cash used of $1.6 million), Sportsman's Haven, Inc. (net cash used of $0.9 
million), Pier 68 Marina, Inc. (net cash used of $0.1 million) and funded $2.1 
million due to the September 26, 1998 acquisition of Rodgers Marine, a 
division of Rodgers Cadillac, Inc.  The Company also continued to renovate 
stores to superstore standards and updated certain facilities with its standard 
superstore trade dress awnings and neon.  The acquisitions and other capital 
expenditures have been substantially financed with advances made under the 
Company's revolving credit lines and from working capital. Financing activities
for the six months ended March 31, 1999 provided $39.7 million of cash 
inflows primarily from the net proceeds of borrowings under the Company's credit
facilities.  These borrowings  were used to fund the increase in inventories, 
as well as certain acquisition related and other capital expenditures.  The 
Company has a $55.0 million revolving line of credit agented by Bank of America.
This line provides for borrowing pursuant to a borrowing formula based upon 
certain of the Company's inventory and account receivables.  Collateral consists
of a security interest in specific inventories (and proceeds thereof), accounts
receivable and contracts in transit. This line has a maturity on October 31, 
1999 and pricing is at the Company's election of the prime minus 1.00% or a 
LIBOR based price structure. There is a fee on the unused portion assessed 
quarterly.  A comprehensive loan agreement governs the line of credit. The loan 
agreement contains financial covenants regulating debt service coverages, 
tangible net worth, operating leverage and restrictions on dividends or 
distributions. As of March 31, 1999, $42.2 million was drawn on the revolving 
line and the Company could borrow an additional $12.8 million, of which zero 
was immediately available for borrowing based upon the revolving line's 
borrowing formula.  However, as the Company purchases inventory, the amount 
purchased increases the borrowing base availability and typically the Company 
makes a determination to borrow depending upon anticipated working capital 
requirements.   As the Company has increased its net sales levels related  to 
its boat, motor and trailer packages, a corresponding increase has resulted in 
the level of accounts receivables related to the sales of such products.  
Historically, the Company has not borrowed a material (a maximum of $1.5 
million) amount under its revolving line of credit to support this increase in 
accounts receivable levels. The Company has approached Bank of America to 
significantly increase its borrowing under these receivables, of which manage-
ment estimates approximately 80% are due from financial institutions utilized 
by its customers to fund it purchase of boating products.  To address this 
issue, Bank of America has advanced the Company $5.0 million through May 31, 
1999 while it continues its due diligence on the Company's request to obtain 
financing consistent with its increased level of sales and accounts 
receivable. 

The Company also maintains floor plan lines of credit with various finance 
companies providing approximately $57.0 million in credit limits.  These floor 
plan lines generally have no stated maturity and utilize subsidies from 
manufacturers to provide for certain interest free periods each calendar year 
(usually August through May).  Certain of these floor plan lines of credit with 
finance companies are governed by loan agreements containing various financial 
covenants concerning, among others, ratios governing tangible net worth and 
leverage. As of March 31, 1999, approximately $31.2 million was outstanding 
under these floor plan lines and management believes the Company was in 
compliance with the terms and conditions of these loan agreements. 

Merchandise inventories were $74.1 million and $38.9 million as of March 31, 
1999 and September 30, 1998, respectively.  Costs in excess of net assets 
acquired increased by approximately $2.1 million to $8.3 million in the first 
six months of fiscal 1999 due to the acquisitions thus far in fiscal 1999.

The Company's revolving credit facility, floor plan lines of credit and 
internally generated working capital are expected by the Company's management to
be sufficient to meet the Company's cash requirements through the remainder of 
fiscal 1999. 

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

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

	Quarterly results may fluctuate as a result of the expenses associated with new
store openings or acquisitions. The Company, prior to fiscal 1997, had attempted
 to concentrate expansion during the seasonal slowdown generally occurring in 
the quarter ending December 31. During fiscal 1997, the Company modified its 
acquisition strategy to acquire store locations through-out the fiscal year.  
This was done to allow the Company the opportunity to derive in-season sales 
from the acquisitions as well as to provide a longer period in which to 
integrate the acquired store's operations.  Accordingly, the results for any 
quarterly period may not be indicative of the expected results for any other 
quarterly period. 

Disclosure of YEAR 2000 Issues and Consequences

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

Based on recent  system  evaluations,  surveys,  and  on-site  inventories,  the
 Company determined that it will be required to modify or replace minimal 
portions of its software and certain  hardware so that those systems will 
properly utilize dates beyond December 31, 1999.  As part of a previously 
planned company-wide upgrade to its accounting systems initiated in March of 
1998, the Company is presently replacing its integrated accounting and point-
of-sale management information system ("MIS").  The new MIS system is currently 
operating in seventeen (17) store locations and the Company is planning to in-
stall the system in all locations by the end of calendar 1999.  The new MIS 
system was selected in part due to its ability to allow the Company increased 
efficiencies in its efforts to further centralize full financial and accounting 
operations.  The new MIS system is a Y2K compliant system. The Company's 
existing integrated accounting and point of sale system in sixteen stores 
currently is not Y2K compliant.  The system's owner, Bell & Howell, Inc. has 
notified the Company that the system is expected to have a Y2K compliant version
 by the end of the second quarter of calendar 1999. Having the existing software
 Y2K compliant before year 2000 greatly reduces any risk of delays in 
implementation of the new system. 

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

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

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

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

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

In the ordinary course of business, the Company has acquired or plans to acquire
 a significant amount of Y2K compliant hardware and software. These purchases 
are part of specific operational and financial system  enhancements with 
completion dates during late 1999 that were planned  without  specific  regard 
to the Y2K issue. These system enhancements  resolve many Y2K problems and have 
not been delayed as a result of any  additional  efforts  addressing  the Y2K 
issue. Minimal costs will be associated with Y2K issue.   The Company does not 
expect the year 2000 cost of unforeseen hardware or software applications to 
exceed $10,000.

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

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


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

Other than statements of historical fact, all statements contained in this 
Report on Form 10-Q, including statements in ''Item 1. Business'', and ''
Management's Discussion and Analysis of Financial Condition and Results of 
Operations'', are forward-looking statements as that term is defined in Section 
21E of the Exchange Act that involve a number of uncertainties.  The actual 
results of the future events described in the forward-looking statements in this
 Report on Form 10-Q could differ materially from those stated in such forward-
looking statements.   Among the factors that could cause actual results to 
differ  materially are: general economic conditions, competition and 
government regulations, as well as the risks and uncertainties discussed in this
 Report on Form 10-Q, including without limitation, the matters discussed in 
''Risk Factors'' and the uncertainties set forth from time to time in the 
Company's other public reports, filings and public statements.  All forward-
looking statements in this Report on Form 10-Q are expressly qualified in 
their entirety by the cautionary statements in this paragraph.

PART II.  OTHER INFORMATION
Item 2.
(c) Securities Issues by Registrant

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


SIGNATURES

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

Date:  May 17, 1999                       Travis Boats & Motors, Inc.


							   
			       By:_________/s/___________________

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






[ARTICLE]		5
[MULTIPLIER]		1,000


<PERIOD TYPE>		      6-MOS	           12-MOS
<FISCAL YEAR-END>	    SEP-30-99		  SEP-30-98
[PERIOD-START]              OCT-01-98             OCT-01-97
[PERIOD-END]	            MAR-31-99		  SEP-30-98
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[SECURITIES]	                 0                     0
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[CURRENT-ASSETS]	      98,041	           50,095
[PP&E]                        17,955               16,110
[DEPRECIATION]                 3,892                3,417
[TOTAL-ASSETS]               120,743               69,116
[TOTAL-LIABILITIES]	      90,108	           38,683
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