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

                               AMENDMENT NO. 1 TO

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported):  June 30, 1999


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


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



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

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

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

                                       1
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 1. Financial Statements

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

                                                 June 30,        September 30,
                                                    1999              1998
                                               ------------    ----------------
                                                (unaudited)

ASSETS:
   Current assets:
       Cash and cash equivalents                     $7,826              $4,618
       Accounts receivable                           16,206               4,893
       Inventories                                   73,039              38,934
       Deferred tax asset                               180                 180
       Prepaid federal income                             0                 425
       taxes
       Prepaid expenses and other                     1,723               1,045
                                               ------------    ----------------
         Total current assets                        99,173              50,095

   Property and equipment:
       Land                                           5,136               3,516
       Buildings and improvements                    10,188               8,485
       Furniture, fixtures and                        6,054               4,109
       equipment
                                               ------------    ----------------
                                                     21,378              16,110
       Less accumulated                              (4,498)             (3,417)
       depreciation
                                               ------------    ----------------
                                                     16,880              12,693

   Deferred tax asset                                    96                  96

   Intangibles and other assets :
       Goodwill and non-compete agreements,          10,821               6,202
       net
       Other assets                                     176                  30
                                               ------------    ----------------
         Total assets                              $126,947             $69,116
                                               ============    ================
                                       2
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
       Accounts payable                              $4,576              $1,697
       Accrued liabilities                            2,473               2,512
       Amounts due for purchase of business           3,503               2,117
       Unearned revenue                               1,417               1,272
       Floorplan and revolving line of               71,436              25,148
       credit payable
       Current portion of notes payable and             957                 957
       other short-term obligations
                                               ------------    ----------------
         Total current liabilities                   84,362              33,703

   Notes payable, less current portion                7,455               4,980

   Stockholders' equity
       Common Stock, $.01 par value,
       50,000,000 authorized, 4,290,063 and
       4,285,063 issued and outstanding at
       June 30, 1999 and September 30, 1998,
       respectively                                     43                   43
       Paid-in capital                              13,877               13,816
       Retained earnings                            21,210               16,574
                                               -----------     ----------------
         Total stockholders'                        35,130               30,433
         equity
                                               -----------     ----------------
         Total liabilities and stockholders'      $126,947              $69,116
         equity                                ===========     ================

         See notes to unaudited condensed consolidated financial statements

                                       3
<PAGE>


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

                             Three months ended         Nine months ended
                                  June 30,                   June 30,

                              1999          1998          1999          1998
                        ------------  ------------  ------------  -------------
Net sales                    $74,890       $55,699      $130,952        $99,268
Cost of goods sold            55,981        41,514        97,743         73,368
                        ------------  ------------  ------------  -------------
Gross profit                  18,909        14,185        33,209         25,900

Selling, general and          10,129         7,941        21,886         16,929
administrative
Depreciation and                 578           348         1,397          1,027
amortization
                        ------------  ------------  ------------  -------------
                              10,707         8,289        23,283         17,956

Operating income               8,202         5,896         9,926          7,944
Interest expense              (1,170)         (649)       (2,673)        (1,688)
Other income                      5             21            64             48
                        ------------  ------------  ------------  -------------

Income before income           7,037         5,268         7,317          6,304
taxes
Provision for income           2,578         2,001         2,681          2,395
taxes
                       -------------  ------------  ------------  -------------
Net Income                    $4,459        $3,267        $4,636         $3,909
                       =============  ============  ============  =============

Basic earnings per share       $1.04         $0.77          $1.08         $0.92
Diluted earnings per           $1.01         $0.74          $1.05         $0.88
share
Weighted average common    4,289,907     4,254,788      4,287,832     4,245,962
shares outstanding

Weighted average
dilutive common shares     4,401,707     4,439,224      4,414,624     4,418,976
outstanding

Stores open at period end         37            23             37            23
                       =============  ============  =============  ============


                                       4
<PAGE>
Travis Boats & Motors, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
( $ in thousands)
                                                       Nine months ended
                                                            June 30,
                                                       1999          1998
                                                   ------------  ------------
Operating activities:
Net Income                                              $4,636        $3,909
Adjustments to reconcile net income to net
     cash used in operating activities:
     Depreciation and amortization                       1,397         1,027
     Changes in operating assets and liabilities:

       Accounts receivable                             (11,313)       (8,325)
       Prepaid assets                                     (253)         (814)
       Inventories                                     (24,286)       (8,920)
       Other assets                                       (146)         (119)
       Accounts payable                                    963           356
       Accrued liabilities                                 (39)        1,541
       Income taxes payable                              1,916          (645)
       Unearned revenue                                    145         1,343
                                                   ------------  ------------
Net cash used in by operating activities               (26,980)      (10,647)

Investing Activities:
Purchase of businesses                                  (4,383)       (4,583)
Purchase of property and equipment                      (4,008)       (3,209)
                                                   ------------  ------------
Net cash used in investing activities                   (8,391)       (7,792)

Financing activities:
Net increase in floorplan and revolving debt, notes
payable and other short term obligations                 38,944       20,743

Issuance of common stock                                     61          364
                                                   ------------  ------------
Net cash provided by financing activities                39,005       21,107
Change in cash and cash equivalents                       3,208        2,668
Cash and cash equivalents, beginning of period            4,618        5,816
                                                   ------------  ------------
Cash and cash equivalents, end of period                 $7,826       $8,484
                                                   ============  ============


        See notes to unaudited condensed consolidated financial
        statements

                                       5
<PAGE>


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE  30, 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 June 30, 1999;
and the  interim  results of  operations  and cash flows for the three month and
nine month  periods  ended June 30, 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 nine month periods ended June
30, 1999 are not  necessarily  indicative  of the results to be expected for the
full year.

                                       6
<PAGE>
NOTE 2 - NET INCOME PER COMMON SHARE


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

                                 Three Months Ended         Nine Months Ended
                                      June 30                   June 30
                                 1999         1998         1999        1998
                                 ----         ----         ----        ----
Numerator:
     Net income               $4,459,000   $3,267,000   $4,636,000   $3,909,000

Denominator:
       Denominator for basic
       earnings per share -
       weighted avg. shares    4,289,909    4,254,788    4,287,832    4,245,962

Effect of dilutive securities:
       Employee stock options    111,798      184,436      126,792      173,014

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


Denominator for diluted
     earnings Per share -
     adjusted weighted         4,401,707    4,439,224    4,414,624    4,418,976
     average shares and
     assumed conversions ______________________________________________________

Basic earnings per share           $1.04         $.77        $1.08         $.92
                                -----------------------------------------------

Diluted earnings per share         $1.01         $.74        $1.05         $.88
                                -----------------------------------------------


As of June 30,  1999,  the Company had issued and  outstanding  incentive  stock
options to certain officers and employees  equaling 92,500 shares which are anti
dilutive based upon their strike price and as such are not included in the above
chart.  The 92,500 option shares have a weighted  average strike price of $21.55
and a weighted average outstanding remaining life of 8.53 years.

                                       7
<PAGE>
NOTE 3 - ACQUISITIONS

The chart below summarizes the acquisitions  made by the Company during the nine
month period ended June 30, 1999 and during the fiscal years ended September 30,
1998, 1997 and 1996.  Each of the  acquisitions  was completed  through an asset
purchase (except for Adventure Marine in fiscal 1997 and Shelby Marine in fiscal
1999 which were stock  purchases) and have been accounted for using the purchase
method of accounting.  The operating results of the acquired companies 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 acquisitions follows:

<TABLE>
<CAPTION>


                                                                 Non-compete
Name of Company          Date of      Purchase     Tangible      Agreements     Cash      Liabilities     Notes    Stock
                      Acquisition       Price     Net Assets     and Goodwill   Paid        Assumed      Issued    Issued
-------------------------------------------------------------------------------------------------------------------------
                                    (In Thousands)
<S>                      <C>           <C>          <C>            <C>         <C>           <C>           <C>     <C>
Fiscal 1999
-----------
Amlin, Inc. dba          01/99         $2,090       $6,494          $1,090     $1,619        $5,494        $471      (a)
Magic Marine
Sportsman's Haven        01/99          1,510        2,343             650        931         1,483         579      (b)
Pier 68 Marina           02/99            415        2,224             556         86         2,365         329      (c)
DSA Marine Sales
& Service, Inc.          04/99          2,147        4,798           1,597        550         4,248       1,597      (d)
Shelby Marine            06/99          1,334        3,426           1,050        809         3,141         525      (e)



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

Fiscal 1997
-----------
North Alabama            10/96            892          687             205        812             -          80       -
Watersports
Tri-Lakes Marine         11/96          1,243        1,892             644        643         1,937         600       -
Bent's Marine            02/97          1,519          840             679      1,064             -         455       -
McLeod Marine            08/97            958          730             228        958             -           -       -
Adventure Marine         09/97          3,023        5,536           2,690      1,430         5,203         115    1,478

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

</TABLE>

                                       8
<PAGE>
NOTES TO STOCK ISSUED
(a) Pursuant to the Purchase Terms, the Company has agreed to issue Amlin,  Inc.
22,368  shares of its common stock  valued at  approximately  $425,000  upon the
registration  of such shares.  The shares are not  registered  as of the date of
this  Report.  Until such time as the shares are  registered,  the  Company  has
classified the amount payable of $425,000 as a liability due to Amlin,  Inc.


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

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

(d) Pursuant to the Purchase Terms, the Company agreed to issue DSA Marine Sales
&  Service,  Inc.  either  (i)  98,192  shares  of its  common  stock  valued at
approximately  $1,596,893 upon the registration of such shares, or (ii) the cash
amount of $1,596,893.  On August 9, 1999,  the Company paid the equivalent  cash
amount of $1,596,893, to DSA Marine Sales & Service, Inc. in lieu of electing to
issue 98,192 shares of its common stock.

As of June 30, 1999, the Company had classified the amount payable of $1,596,893
as a liability due to DSA Marine Sales & Service, Inc.
                                       9
<PAGE>
(e)  Pursuant to the  Purchase  Terms,  the  Company has agreed to issue  Shelby
Marine Center,  Inc.  35,959 shares of its common stock valued at  approximately
$525,000 upon the registration of such shares.  The shares are not registered as
of the date of this Report.  Until such time as the shares are  registered,  the
Company has  classified  the amount  payable of  $525,000 as a liability  due to
Shelby Marine  Center,  Inc.

The  Company's  unaudited   consolidated  results  of  operations  assuming  all
acquisitions  accounted for under the purchase method of accounting had occurred
on October 1, 1997 are as follows  for the nine  months  ended June 30, 1998 and
1999, respectively:


                                    9 Months 6/30/98         9 Months 6/30/99
Net Sales                            $143,754,000              $158,202,000
Net Income/(Loss)                       5,269,000                 5,821,000
Diluted earnings per share                  $1.19                     $1.32


The unaudited pro forma  results of operations  are presented for  informational
purposes only and may not necessary  reflect the future results of operations of
the Company or what results of operations  would have been had the Company owned
and operated the business as of October 1, 1997.


NOTE 4 - COMPREHENSIVE INCOME

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

                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

General
         Travis Boats & Motors,  Inc.  ("Travis  Boats" or the  "Company")  is a
leading multi-state superstore retailer of recreational boats, motors,  trailers
and related marine accessories in the southern United States. The Company, which
currently  operates  37 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"
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 32 additional store locations in the following states:  Texas
(3), Arkansas (4), Louisiana (4), Alabama (2),  Tennessee (5),  Mississippi (1),
Florida (11), Georgia (1) and Oklahoma (1).

         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.

                                       11
<PAGE>

         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,  June 30, 1999 Compared to the Quarter  Ended,  June 30, 1998 and
Nine  Months  Ended,  June 30, 1999  Compared to the Nine Months  Ended June 30,
1998.

Net sales.  Net sales increased by 34.5% to  approximately  $74.9 million in the
third  quarter of fiscal 1999 from $55.7  million in the third quarter of fiscal
1998. For the nine months ended,  June 30, 1999, net sales increased by 31.9% to
$131.0  million from $99.3 million  during the same period of the prior year. Of
the  increase in net sales for the quarter  ended June 30,  1999,  approximately
$1.5 million was  attributable to a 3.9% growth in comparable  store sales.  For
the nine  months  ended  June 30,  1999,  comparable  store  sales  declined  by
approximately  .09%.  For the quarter and nine months ended June 30,  1999,  the
Company had 17 and 13 stores,  respectively,  included in the  comparable  store
base.

The Company believes that a primary component of the nominal  percentage decline
in  comparable  store  sales for the nine month  period  ended June 30, 1999 was
primarily  related to the sales  performances  of its store locations in Dallas,
Texas and Hot  Springs,  Arkansas.  The  Company is  currently  researching  the
dynamics of each market,  including  competitive  product, in order to implement
appropriate steps to mitigate certain issues related to the markets.  Comparable
store sales for the  quarter  and the nine months  ended June 30, 1999 were also
negatively impacted by a difficult  comparison to such sales in the same quarter
and nine month interim period of the prior fiscal year. In the respective  prior
year  periods,  comparable  store sales  increased  by 11.3% for the quarter (11
stores in base) and 9.1% for the nine months (10 stores in base).

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.

General growth in overall sales volume was primarily the result of the increased
number of stores in operation  during the periods (37 vs. 23),  increased  sales
related to 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.

                                       12
<PAGE>
During the quarter and the nine months  ended June 30,  1998,  the Company  also
continued to experience  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 20 of its
37 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;  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
instances  the Company  must return the fees earned if the  customer  repays the
loan or  defaults  in the first 120- 180 days.  The  Company  also  sells,  as a
broker, certain types of insurance(property/  casualty, credit life, disability)
and  extended  service  contracts.  The Company may also sell these  products at
amounts  over a minimum  established  cost and earn income based upon the profit
over the  minimum  established  cost.  Net sales  attributable  to F&I  Products
contributed  $3.1 million,  or 4.1%, of net sales in the third quarter of fiscal
1999, as compared to $3.0 million or 5.3%, of net sales for the third quarter of
the prior  fiscal  year.  For the nine  months  ended June 30,  1999,  net sales
attributable  to F&I Products  contributed  $5.6 million,  or 4.3% of net sales,
compared to $5.4 million or 5.5% of net sales,  for the same period of the prior
year.  Consistent  with  issues  arising in the March 1999  quarter,  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 June 30, 1999 by the  aforementioned  factors,
the Company  believes that its F&I product  selection is competitive  within the
industry.  The Company  plans to continue  its  emphasis on the  training of F&I
employees and to provide  incentives  designed to promote  customer  loyalty and
compliment the achievement of established departmental goals.

Gross  profit.  Gross profit  increased  by 33.3% to $18.9  million in the third
quarter of fiscal 1999 from $14.2  million in the same  quarter of fiscal  1998,
while gross  profit as a percent of sales  decreased  to 25.3% from 25.5% during
the same  periods.  For the nine  months  ended,  June 30,  1999,  gross  profit
increased  28.2% to $33.2  million from $25.9  million in the same period of the
prior year.  During the period gross  profit as a percent of sales  decreased to
25.4% from 26.1%.  The  negative  variance in gross profit as a percent of sales
for the quarter and nine months ended June 30, 1999 was primarily related to the
mix of revenues discussed above in Net Sales.  Traditionally higher gross profit
sales  categories  such  as:  F&I  income,  over  the  counter  sales of parts &
accessories  and service  labor  provide  additional  gross profit margin to the
Company's  overall  boat sales.  However,  in the quarter and nine month  period
ended June 30, 1999, the Company  experienced higher than projected  percentages
of  larger,  more  expensive  boats and a lower  than  projected  percentage  of
non-boat related revenues.

                                       13
<PAGE>

As discussed  above,  net sales  attributable to F&I Products have a significant
impact on the gross profit margin. Net sales of these products  contributed $3.1
million, or 16.4%, of total gross profit in the third quarter of fiscal 1999, as
compared to $2.9 million or 20.4%,  of total gross profit for the third  quarter
of the prior fiscal year.  For the nine months ended,  June 30, 1999,  net sales
attributable to F&I Products  accounted for $5.6 million,  or 16.9% of the total
gross  profit,  compared  to $5.4  million or 20.8%,  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 27.6% to $10.1 million in third quarter of
fiscal 1999 from $7.9  million for the third  quarter of fiscal  1998.  However,
selling, general and administrative expenses as a percent of net sales decreased
to 13.5% in the third quarter of fiscal 1999 from 14.3% for the third quarter of
fiscal 1998.

Selling,  general and  administrative  expenses in actual  dollars  increased by
approximately  29.3% to $21.9  million for the nine months  ended June 30, 1999,
versus $16.9  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
decreased to 16.7% from 17.5%.

The decrease in selling,  general and administrative expenses as a percentage of
net sales,  for the quarter and nine  months  ended June 30, 1999 was  primarily
attributable  to economies  of scale  recognized  in gross wages and  avertising
expenses  paid.  The economies in gross wages were related to both corporate and
store  infrastructures.  In terms of the promotion and advertising expenses, the
Company  consolidated  various  advertising  formats and  utilized  manufacturer
advertising assistance for promotions and other marketing events.

Depreciation and amortization  expenses.  Depreciation and amortization expenses
increased by 66.1% to $578,000 in third quarter of fiscal 1999 from $348,000 for
the third quarter of fiscal 1998.  Depreciation and  amortization  expenses as a
percent of net sales  increased to .77% in the third quarter of fiscal 1999 from
 .62% for the  third  quarter  of  fiscal  1998.  Depreciation  and  amortization
expenses,  as a percentage  of net sales,  increased to 1.1% for the nine months
ended June 30, 1999, versus 1.0% in the same period of the prior fiscal year.

Depreciation and amortization expenses increased as a percentage of net sales in
the quarter and for the nine months ended, June 30, 1999,  primarily as a result
of the increased number of stores acquired and in operation during the periods.

                                       14
<PAGE>
Interest expense. Interest expense, in actual dollars,  increased to $948,000 in
third  quarter of fiscal 1999 from $578,000 in the third 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 third quarter of fiscal 1999 and fiscal 1998, respectively. For
the nine months ended June 30, 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 net income of $4.5 million for the third quarter
of fiscal  1999 which  represented  an  increase of 36.5% from the net income of
$3.3 million for third  quarter of fiscal  1998.  Net income as a percent of net
sales increased to 6.0% from 5.9% for the third quarter of fiscal 1999 and 1998,
respectively.  For the  nine  month  periods  ended  June  30,  1999  and  1998,
respectively, net income increased by approximately $1.7 million (18.6%) to $4.6
million from $3.9 million in the year earlier period.

The increased net income has primarily been the result of the Company generating
higher net sales  levels  while  realizing a  percentage  reduction  in selling,
general and administrative expenses 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 June
30, 1999,  the Company had working  capital of $14.6  million,  including  $16.2
million in accounts receivable  (primarily  contracts in transit from sales) and
$73.0 million in inventories,  offset by approximately  $8.7 million of accounts
payable  and  accrued  liabilities,   and  $72.4  million  in  other  short-term
liabilities  including   revolving/floorplan  credit  lines  outstanding  ($68.3
million) and unearned income ($1.4 million).  As of June 30, 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 $71.7 million pursuant to the Company's borrowing formula.

Operating  activities  utilized  cash flows of $27.0  million for the first nine
months of fiscal 1999 due  primarily to the net  increases  of $24.3  million in
inventories  (exclusive of those  inventories that were acquired in acquisitions
of  approximately  $9.8  million) and $11.3 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 June 30, 1999 were
primarily the result of contracts in transit  generated from the retail sales of
the boat.  Thus,  the  contracts  in transit are  generally  due from  financial
institutions that handle the financing on customer purchases.

                                       15
<PAGE>

The Company used net cash in investing  activities of approximately $8.4 million
in the first nine months of fiscal 1999.  During the first nine 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 $1.0
million), Pier 68 Marina, Inc. (net cash used of $0.1 million), DSA Marine Sales
& Service (net cash used of $0.6 million), Shelby Marine, Inc. (net cash used of
$0.8 million) and funded $0.4 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 nine months  ended June 30, 1999  provided  $38.6
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 July 30, 1999, $29.0 million was drawn on the revolving
line and the Company could borrow an  additional  $26.0  million,  of which $3.4
million 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  approached  Bank  of  America  to
significantly   increase  its  borrowing  under  these  receivables,   of  which
management  estimates  approximately  80% are due  from  financial  institutions
utilized  by its  customers  to fund it purchase  of boating  products.  Bank of
America  amended the borrowing  base to 50% of all  receivables  categorized  as
contracts in transit from the financial  institutions  from the previous maximum
of $1.5 million of total accounts receivables.

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 June 30, 1999, approximately $35.6 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.

                                       16
<PAGE>

Merchandise inventories were $73.0 million and $38.9 million as of June 30, 1999
and September  30, 1998,  respectively.  Costs in excess of net assets  acquired
increased  by  approximately  $4.6  million  to $10.2  million in the first nine
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.  The Company is currently in discussions  with Bank of America,  as
agent of its bank group,  to renew and increase its  revolving  credit  facility
which matures on October 31, 1999. As part of  increasing  its revolving  credit
facility, the Company is also evaluating its ability to supplement the revolving
credit line with additional long term, unsecured or subordinated financing in an
amount  approximate  between ten to twenty  percent  (10-20%)  of its  revolving
credit line commitment amount.  Management believes that the long term financing
will supplement the Company's free working capital  position by reducing certain
borrowings  under its  revolving  credit line.  Borrowings  under the  revolving
credit  line  are  used  by the  Company  to  support  general  working  capital
requirements,  to  supplement  the purchase of  inventory,  to fund  acquisition
assets and other general corporate purposes.

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.

                                       17
<PAGE>
         Quarterly results may fluctuate as a result of the expenses  associated
with new store openings or acquisitions.  The Company, prior to fiscal 1997, had
attempted  to  concentrate  expansion  during the  seasonal  slowdown  generally
occurring in the quarter  ending  December 31. During  fiscal 1997,  the Company
modified its  acquisition  strategy to acquire store  locations  through-out the
fiscal  year.  This was done to allow  the  Company  the  opportunity  to derive
in-season  sales from the  acquisitions as well as to provide a longer period in
which to integrate the acquired store's operations. Accordingly, the results for
any quarterly period may not be indicative of the expected results for any other
quarterly period.

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  twenty-six  (26) store  locations and the Company is planning to install the
system in all  locations  by the end of  calendar  1999.  The new MIS system was
selected in part due to its ability to allow the Company increased  efficiencies
in its efforts to further  centralize full financial and accounting  operations.
The new MIS system is a Y2K compliant system. The Company's existing  integrated
accounting  and point of sale  system in  sixteen  stores  currently  is not Y2K
compliant.  The  system's  owner,  Bell & Howell,  Inc.  has, in August of 1999,
delivered to the Company a Y2K compliant version of the software. The Company is
currently  installing  and  testing  the  upgraded  Y2K  software.  Testing  and
implementation  is  expected to be  complete  by October  30,  1999.  Having the
existing  software Y2K  compliant  before year 2000 greatly  reduces any risk of
delays in implementation of the new system.

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

                                       18
<PAGE>
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.

                                       19
<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
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
forwardlooking 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 forwardlooking  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.

                                       20
<PAGE>
SIGNATURES

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

Date:  August 19, 1999             Travis Boats & Motors, Inc.



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

                                       21