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

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

                  For the Quarterly Period Ended June 30, 2000

                                       OR

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

                         Commission File Number 0-20757

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


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



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


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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.
                                Yes [ 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 - 4,414,027 shares as of August 10, 2000.

<PAGE>




Item 1. Financial Statements

<TABLE>
<CAPTION>

Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share data and stores                                   June 30,      September 30,
open)                                                                           2000             1999
                                                                          -------------    ----------------
                                                                           (unaudited)
<S>                                                                           <C>                 <C>
ASSETS:
      Current assets:
            Cash and cash equivalents                                           $7,628              $4,125
            Accounts receivable, net                                            21,932              12,421
            Inventories, net                                                    96,778              75,700
            Deferred tax asset                                                     136                 136
            Prepaid federal income taxes                                           229                   0
            Prepaid expenses and other                                           1,210               1,177
                                                                          -------------    ----------------
              Total current assets                                             127,913              93,559

      Property and equipment:
            Land                                                                 5,819               5,819
            Buildings and improvements                                          13,749              11,069
            Furniture, fixtures and equipment                                    9,314               8,056
                                                                          -------------    ----------------
                                                                                28,882              24,944
            Less accumulated depreciation                                       (5,969)             (4,529)
                                                                          -------------    ----------------
                                                                                22,913              20,415

      Deferred tax asset                                                           121                 121

      Intangibles and other assets :
            Goodwill and non-compete agreements, net                            11,043              11,637
            Other assets                                                           613                 199
                                                                          -------------    ----------------
              Total assets                                                    $162,603            $125,931
                                                                          =============    ================

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
            Accounts payable                                                    $7,755              $3,613
            Accrued liabilities                                                  2,754               3,179
            Amounts due for purchase of business                                   734               2,134
            Income taxes payable                                                     0               2,820
            Unearned revenue                                                     1,483                 149
            Floor plan and revolving line of                                    95,408              68,558
            credit
            Current portion of notes payable and other short-term                4,954                 989
            obligations
                                                                          -------------    ----------------
              Total current liabilities                                        113,088              81,442

      Notes payable, less current portion                                        8,590               6,897

      Stockholders' equity
              Serial Preferred stock, $.01 par value, 1,000,000 shares
                      authorized, no shares outstanding
            Common Stock, $.01 par value, 50,000,000 authorized,
                 4,414,027 and 4,326,022 issued and outstanding at
                 June 30, 2000 and September 30, 1999, respectively                 44                  43
            Paid-in capital                                                     15,523              14,402
            Retained earnings                                                   25,358              23,147
                                                                          -------------    ----------------
              Total stockholders' equity                                        40,925              37,592

                                                                          -------------    ----------------
              Total liabilities and stockholders' equity                      $162,603            $125,931
                                                                          =============    ================

</TABLE>

            See notes to condensed consolidated financial statements

                                       2
<PAGE>

<TABLE>
<CAPTION>

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

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

                                                           2000           1999            2000           1999
                                                         -------------------------      -------------------------
<S>                                                    <C>            <C>             <C>            <C>
Net sales............................................    $82,872        $74,890         $163,884       $130,952
Cost of goods sold...................................     62,062         55,981          122,264         97,743
                                                       -----------    ----------      -----------    ----------

Gross profit.........................................     20,810         18,909           41,620         33,209

Selling, general and administrative..................     12,942         10,129           31,160         21,886
Depreciation and amortization........................        692            578            1,945          1,397
                                                       -----------    ----------      -----------    ----------
                                                          13,634         10,707           33,105         23,283

Operating income.....................................      7,176          8,202            8,515          9,926
Interest expense.....................................     (1,902)        (1,170)          (5,044)        (2,673)
Other income, net....................................          1              5               18             64
                                                       -----------    ----------      -----------    ----------

Income before income taxes...........................      5,275          7,037            3,489          7,317
Provision for income taxes...........................      1,932          2,578            1,278          2,681
                                                       -----------    ----------      -----------    ----------

Net Income...........................................     $3,343         $4,459           $2,211         $4,636
                                                       ===========    ==========      ===========    ==========

Basic Earnings Per Share.............................      $0.76          $1.04            $0.50          $1.08
Diluted Earnings Per Share...........................      $0.75          $1.01            $0.50          $1.05

Weighted average common shares outstanding...........  4,413,983      4,289,907        4,400,749      4,287,832
Weighted average dilutive common shares outstanding..  4,450,618      4,401,707        4,462,516      4,414,624

Stores open at end of period.........................         39             37               39             37
                                                       ===========    ==========      ===========    ==========
</TABLE>

            See notes to condensed consolidated financial statements

                                       3

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                            Nine months ended
                                                                                                June 30,

                                                                                         2000                1999
                                                                                   ----------------------------------
<S>                                                                                    <C>                <C>
Operating activities:
Net Income                                                                              $2,211             $4,636
Adjustments to reconcile net income to net cash used in
  Operating activities:
      Depreciation..............................................................         1,158                945
      Amortization..............................................................           787                452
      Changes in operating assets and liabilities
             Accounts receivable................................................        (9,511)           (11,313)
             Prepaid expenses...................................................           (33)              (253)
             Inventories........................................................       (21,078)           (24,286)
             Other assets.......................................................          (414)              (146)
             Accounts payable...................................................         4,142                963
             Accrued liabilities................................................          (425)               (39)
             Income tax benefit.................................................        (3,049)             1,916
             Unearned revenue...................................................         1,334                145

                                                                                   --------------     ---------------
      Net Cash used in operating activities.....................................       (24,878)           (26,980)

      Investing Activities:
      Purchase of businesses....................................................          (336)            (4,383)
      Purchase of property and equipment........................................        (3,813)            (4,008)

                                                                                   --------------     ---------------
      Net cash used in investing activities                                             (4,149)            (8,391)

      Financing activities:
      Net increase in notes payable and other short term obligations............        32,508             38,518
      Sale of common stock......................................................            22                 61

                                                                                   --------------     ---------------
      Net cash provided by financing activities.................................        32,530             38,579
      Change in cash and cash equivalents.......................................         3,503              3,208
      Cash and cash equivalents, beginning of period............................         4,125              4,618

                                                                                   --------------     ---------------
      Cash and cash equivalents, end of period..................................        $7,628             $7,826
                                                                                   ==============     ===============
</TABLE>

            See notes to condensed consolidated financial statements

                                       4
<PAGE>


                                  JUNE 30, 2000

NOTE 1 - BASIS OF PRESENTATION

The accompanying  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  adjustments)
necessary to present  fairly the  financial  position at June 30, 2000;  and the
interim  results  of  operations  and cash  flows for the  three and nine  month
periods ended June 30, 2000 and 1999. The condensed  consolidated  balance sheet
at September  30, 1999,  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, 1999.  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, 1999 included in the Company's annual Report on Form 10-K.

The results of  operations  for the three and nine month  periods ended June 30,
2000 are not  necessarily  indicative of the results to be expected for the full
fiscal year.

NOTE 2 - EARNINGS PER SHARE

In 1997, the Financial  Accounting Standards Board issued Statement of Financial
Accounting  Standards  No. 128,  Earnings Per Share.  Statement 128 replaced the
previously  reported primary and fully diluted earnings per share with basic and
diluted earnings per share.  Unlike primary  earnings per share,  basic earnings
per share excludes any dilutive  effects of options,  warrants,  and convertible
securities.  Diluted  earnings  per  share  is very  similar  to the  previously
reported  fully diluted  earnings per share.

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

<TABLE>
<CAPTION>

                                         Three Months Ended                  Nine Months Ended
                                              June 30                             June 30
                                       2000              1999            2000               1999
                                       ----              ----            ----               ----
<S>                                 <C>                <C>             <C>              <C>
Numerator:
         Net income                 $3,343,000         $4,459,000      $2,211,000       $4,636,000
Denominator:
         Denominator for basic
         earnings per share -
         weighted avg. shares        4,413,983          4,289,907       4,400,749        4,287,832

Effect of dilutive securities:
         Employee stock options         36,635            111,800          61,767          126,792

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

Denominator for diluted earnings
         per share - adjusted
         weighted average shares
         and assumed conversions     4,450,618          4,401,707       4,462,516        4,414,624

Basic earnings per share                  $.76              $1.04            $.50            $1.08

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

Diluted earnings per share                $.75              $1.01            $.50            $1.05
                                    ---------------------------------------------------------------
</TABLE>

                                       5

<PAGE>

As of June 30,  2000,  the Company had issued and  outstanding  incentive  stock
options to certain  officers and employees  totaling  310,366 shares which had a
strike price  exceeding the closing price of the Company's  common stock on such
date. The 310,366  option shares have a weighted  average strike price of $11.08
and a weighted average outstanding remaining life of 8.18 years.

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


                                    3 Mos. 6/30/99   9 Mos. 6/30/99
                                    --------------   --------------

Net Sales                             $82,015,000      $158,142,000
Net Income                            $ 4,780,000      $  5,316,000
Diluted earnings per share                  $1.09            $1.20



The unaudited pro forma  results of operations  are presented for  informational
purposes only and may not  necessarily  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, 1998.

NOTE 3 - ACQUISITIONS

The Company has not  completed any  acquisitions  during the three month or nine
month period ended June 30, 2000, respectively.

NOTE 4 -  COMPREHENSIVE  INCOMEFor  the quarter and the nine month  period ended
June 30, 2000,  respectively,  Comprehensive  Income equaled 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  39 stores  under the name Travis  Boating  Center in Texas,
Arkansas,  Louisiana,  Alabama,  Tennessee,  Mississippi,  Florida,  Georgia and
Oklahoma seeks to differentiate itself from competitors by providing customers a
unique superstore  shopping  experience that showcases a broad selection of high
quality boats, motors,  trailers and related marine accessories at firm, clearly
posted low prices.  Each superstore also offers  complete  customer  service and
support,   including  in-house   financing  programs  and  full-service   repair
facilities staffed by factory-trained mechanics.

                                       6
<PAGE>

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  in 1979 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 34 additional store locations in the following states:  Texas
(3), Arkansas (4), Louisiana (4), Alabama (2),  Tennessee (5),  Mississippi (1),
Florida  (13),  Georgia (1) and Oklahoma  (1).  Effective  January 1, 2000,  the
Company  consolidated  its store  facility in St.  Petersburg,  Florida into its
Clearwater,  Florida operations. In addition, the Company opened a new "de novo"
or start-up store location in Lighthouse Point (Pompano Beach area),  Florida on
March 20,  2000 and  another  location  in  Stuart,  Florida  on April 1,  2000.
Accordingly, the Company's store count has been adjusted to 39 store locations.

The Company custom designs and  pre-packages  approximately  75 different models
and combinations of popular brand-name boats, such as Larson, Wellcraft, Carver,
Bayliner,  Sprint, 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,  include  boats  ranging  in size  from 16 feet to over 30 feet in length
(with an  emphasis on the 16 to 25 foot  pleasure  boat  category).  Each Travis
Edition package has typically 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
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 to $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 of $25,000 or
less, the Company in limited  market areas and  quantities  does sell boats that
have retail  sales prices in excess of  $300,000.  Additionally,  as the Company
continues  to operate in Florida  and  enters  other  markets  along the Gulf of
Mexico or other new 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, 2000 Compared to the Quarter  Ended,  June 30, 1999 and
Nine Months Ended,  June 30, 2000  Compared to the Nine Months  Ended,  June 30,
1999.

         Net sales. Net sales increased by 10.7% to approximately  $82.9 million
in the third  quarter of fiscal 2000 from $74.9  million in the third quarter of
fiscal 1999. For the nine months ended,  June 30, 2000,  net sales  increased by
25.2% to $163.9  million from $131.0 million during the same period of the prior
year.  The sales  increase for the fiscal 2000 periods was primary due to twelve
store  locations  acquired in fiscal 1999,  two de novo stores  opened in fiscal
1999 and two de novo stores  opened in fiscal 2000.  Comparable  store sales for
the  quarter  (27 stores in base) and nine months (18 stores in base) ended June
30 2000 decreased by 4.7% and 0.1%,  respectively.  Management believes that the
comparable  store sales  decrease  was  related to poor  weather  conditions  in
several markets,  higher interest rates and consumers concerns over fluctuations
in the stock market.

         Gross profit.  Gross profit  increased by 10.1% to $20.8 million in the
third  quarter of fiscal 2000 from $18.9  million in the same  quarter of fiscal
1999,  while gross profit as a percent of sales  remained flat at  approximately

                                       7

<PAGE>

25.1% during the same periods.  For the nine months ended,  June 30, 2000, gross
profit increased 25.3% to $41.6 million from $33.2 million in the same period of
the prior  year,  while  gross  profit as a percent  of sales  remained  flat at
approximately 25.4% during the same periods. Exclusive of a non-recurring charge
for the establishment of $580,000 pre-tax inventory valuation reserve related to
a single store location in the Company's south Florida region, gross profit as a
percent of sales  increased  to 25.8% and 25.7% for the  quarter and nine months
ended June 30,  2000.  This  improved  gross  profit  margin,  exclusive  of the
non-recurring charge, was attributed to an improvement in margins related to new
boats and parts.

         Selling,  general and  administrative  expenses.  Selling,  general and
administrative  expenses increased by 27.8% to $12.9 million in third quarter of
fiscal 2000 from $10.1  million for the third  quarter of fiscal 1999.  Selling,
general and administrative expenses as a percent of net sales increased to 15.6%
in the third  quarter of fiscal 2000 from 13.5% for the third  quarter of fiscal
1999. Selling,  general and administrative expenses were $31.2 million, or 19.0%
as a percentage  of net sales,  for the nine months ended June 30, 2000,  versus
$21.9  million,  or 16.7% as a percentage of net sales in the same period of the
prior fiscal year

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,
growth in the corporate-office  staffing infrastructure,  WAN data line charges,
health insurance costs, store lease expenses and advertising expenditures.

         Depreciation and amortization  expenses.  Depreciation and amortization
expenses increased by 19.7% to $692,000 in the third quarter of fiscal 2000 from
$578,000 for the third  quarter of fiscal 1999.  Depreciation  and  amortization
expenses as a percent of net sales  increased  to 0.84% in the third  quarter of
fiscal 2000 from 0.77% for the third  quarter of fiscal 1999.  Depreciation  and
amortization  expenses, as a percentage of net sales,  increased to 1.2% for the
nine  months  ended June 30,  2000,  versus 1.1% 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, 2000,  primarily as a result
of  the  increased  depreciable  assets  (including  buildings,   equipment  and
leasehold improvements) and goodwill/noncompete amortization expenses associated
with fourteen store locations  acquired or opened in fiscal 1999 and two de novo
stores opened in fiscal 2000.

         Interest  expense.  Interest expense,  in actual dollars,  increased to
$1.9 million in the third  quarter of fiscal 2000 from $1.2 million in the third
quarter  of fiscal  1999,  while  interest  expense  as a  percent  of net sales
increased  to 2.3% from 1.6% of net sales in the third  quarter  of both  fiscal
2000 and fiscal  1999,  respectively.  For the nine months  ended June 30, 2000,
interest expense  increased to $5.0 million from $2.7 million in the same period
of the prior year and  interest  expense as a percent of net sales  increased to
3.1% from 2.0%.  The increase was  primarily the result of the  additional  debt
incurred to support  inventory  requirements  for the larger store network and a
significant rise in short term interest rates compared to the prior year.

         Net Income.  Net income was $3.3 million in the third quarter of fiscal
2000, a decrease of 25.0% from net income of $4.5 million for the third  quarter
of fiscal 1999. Accordingly, net income, as a percent of net sales, decreased to
4.0% from 6.0% for the third quarter of fiscal 2000 and 1999, respectively.  For
the nine month period ended,  June 30, 2000, the Company  reported net income of
$2.2 million,  a decrease of  approximately  $2.4 million from the net income of
$4.6 million posted in the year earlier period.

Although  the  Company  reported a 10.7% and 25.2%  increase  in revenues in the
quarter and nine month period ended,  June 30, 2000 over the same periods of the
prior year,  and  maintained  stable to slightly  improved  gross profit margins
within  those  same  periods,  net  income  was  negatively  impacted  by higher
operating expenses associated with a larger store network and increased interest
expenses  resulting  from a larger  debt  burden and an  increase  in short term
interest rates.

                                       8

<PAGE>

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, 2000, the Company had working  capital of $14.8  million,  centered in $96.8
million   in    inventories,    offset   by   $95.4    million   in   short-term
revolving/floorplan credit lines outstanding. As of June 30, 2000, the aggregate
maximum  borrowing  limits under floor plan and  revolving  lines of credit were
approximately  $110.0  million,  of which the  Company  was  eligible  to borrow
approximately $98.1 million pursuant to the Company's borrowing base formulas.

Operating  activities  used cash of $24.9  million  for the first nine months of
fiscal 2000 due primarily to the net  increases of $21.1 million in  inventories
and $9.5 million in receivables.  Merchandise inventories were $96.8 million and
$75.7  million as of June 30, 2000 and September  30, 1999,  respectively.  This
inventory  level generally falls to an annual low point during the fourth fiscal
quarter. The increased accounts receivable levels reported at June 30, 2000 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 $4.1 million
in the first nine  months of fiscal 2000 as the  Company  continued  to renovate
stores to superstore  standards,  update  certain  facilities  with its standard
superstore  trade dress  awnings and neon,  and  continued  construction  of new
superstore  facilities  in San Antonio  (which will  replace  the  existing  San
Antonio location) and Clearwater, Florida.

Financing  activities  for the nine months ended,  June 30, 2000 provided  $32.5
million of cash flows  primarily  from the net proceeds of borrowings  under the
Company's credit facilities.

Effective January 31, 2000 the Company terminated and paid-off its $55.0 million
line of credit  with Bank of America as well as its $47.0  million in floor plan
lines  of  credit  with  various  finance  companies.   Concurrently  with  such
pay-off's,  the Company  entered into new  revolving  line of credit  agreements
aggregating  $110.0 million,  with Deutsche  Financial  Services providing $60.0
million  and   Transamerica   Distribution   Finance   providing  $50.0  million
(collectively, the "New Financing"). The New Financing has a three year term and
includes  both  (i)  floor  plan  financing   which   utilizes   subsidies  from
manufacturers  to provide for certain  interest  free periods each calendar year
(usually  August  through  May) and (ii) a revolving  credit  sub-limit  that is
governed  by  borrowing  bases  applicable  to the  Company's  assets.  The  New
Financing is governed by loan agreements  containing various financial covenants
concerning,  among others,  ratios governing  tangible net worth,  liquidity and
leverage.  Pricing is at the  Company's  election of the prime rate ranging from
minus 0.75% to minus 1.00% or on a LIBOR based price  structure.  There is a fee
on the unused portion assessed quarterly. As of June 30, 2000, $95.4 million was
drawn on the revolving  line and the Company  could borrow an  additional  $14.6
million,  of which  approximately  $2.7 million was  immediately  available  for
borrowing  based upon the revolving  line's  borrowing  formula.  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.

Management  believes  the  Company  to be  in  compliance  with  all  terms  and
conditions of the loan agreements governing its indebtedness.

The  Company's  newly  refinanced   revolving  credit  facility  and  internally
generated  working  capital  are  expected  by the  Company's  management  to be
sufficient  to meet  the  Company's  cash  requirements  at  least  through  the
remainder of fiscal 2000.

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. 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

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<PAGE>

reach the highest  levels.  During the quarter  ended  December  31, the Company
generally builds inventory levels in preparation for the upcoming selling season
which begins with boat and recreation  shows  occurring  during January  through
March in certain  market areas in which the Company  conducts  business.  Travis
Boats' operating results would be materially and adversely affected if net sales
were to fall significantly  below historical levels during the months of January
through June.

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

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

Other Matters.
-------------

During fiscal 1999, the Company  engaged Bank of America  Securities  ("BAS") to
propose a private  placement of subordinated  notes.  BAS has filed suit against
the Company in the amount of $150,000 plus expenses  relative to collection of a
fee for  cancellation  of the  engagement.  The Company has disputed the fee and
believes that it is not contractually responsible for payment. While the Company
believes that the BAS suit is without merit and is vigorously  contesting it, no
assurance can be given that the Company will prevail.

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
None


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<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 11, 2000      Travis Boats & Motors, Inc.


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



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