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

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

                  For the Quarterly Period Ended March 31, 2002

                                       OR

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

                         Commission File Number 0-20757

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


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



             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 - 4,343,527 shares as of May 17, 2002.



<PAGE>

<TABLE>
<CAPTION>

                                      INDEX


PART I - FINANCIAL INFORMATION

<S>                                                                                                               <C>
Item 1:  Financial Statements (Unaudited):
                           Condensed Consolidated Balance Sheet:
                           March 31, 2002 and September 30, 2001...................................................1

                           Condensed Consolidated Statement of Operations:
                           Three Months Ended March 31, 2002 and 2001..............................................2

                           Unaudited Condensed Consolidated Statement of Cash Flows:
                           Three Months Ended March 31, 2002 and 2001..............................................3

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

Item 2:  Management's Discussion and Analysis of Financial
                           Condition and Results of Operations.....................................................5



PART II - OTHER INFORMATION

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

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

</TABLE>


                                       i


<PAGE>



<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 ( in thousands, except share data )
                                                                              March 31,         September 30,
                                                                                2002                2001
                                                                            -------------     ----------------
                                                                             (unaudited)
<S>                                                                       <C>              <C>
ASSETS:
      Current assets:
            Cash and cash equivalents                                         $  3,845            $  1,388
            Accounts receivable, net                                            16,870              11,351
            Inventories, net                                                    75,415              65,164
            Income Taxes Recoverable/Deferred tax asset                          2,972               1,432
            Prepaid expenses and other                                           1,585                 779
                                                                          -------------    ----------------
              Total current assets                                             100,687              80,114

      Property and equipment:
            Land                                                                 5,982               5,982
            Buildings and improvements                                          15,531              15,485
            Furniture, fixtures and equipment                                    9,023               8,762
                                                                          -------------    ----------------
                                                                                30,536              30,229
            Less accumulated depreciation                                       (8,886)             (7,887)
                                                                          -------------    ----------------
                                                                                21,650              22,342

      Deferred tax asset                                                         2,769                 488

      Intangibles and other assets:
            Goodwill                                                                --               8,809
            Non-compete agreements, net                                          1,378               1,607
            Other assets                                                           310                 320
                                                                          -------------    ----------------
              Total assets                                                    $126,794            $113,680
                                                                          =============    ================

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
            Accounts payable                                                  $  5,928            $  5,875
            Accrued liabilities                                                  1,353               1,203
            Floor plan and revolving line of
            credit                                                              75,703              58,874
            Current portion of notes payable and other short-term
            obligations                                                            865               2,204
                                                                          -------------    ----------------
              Total current liabilities                                         83,849              68,156

      Notes payable, less current portion                                       10,175               9,375
      Convertible Subordinated Notes                                             4,300                  --

      Stockholders' equity
                  Serial Preferred stock, $.01 par value, 1,000,000
      .           Shares Authorized, 50,000 shares outstanding                   5,000                  --
            Common Stock, $.01 par value, 50,000,000 authorized,
                 4,346,527 and 4,374,941 issued and outstanding at
                 March 31, 2002 and September 30, 2001, respectively                44                  44
            Paid-in capital                                                     12,455              15,342
            Retained earnings                                                   10,971              20,763
                                                                          -------------    ----------------
              Total stockholders' equity                                        28,470              36,149
                                                                          -------------    ----------------
              Total liabilities and stockholders' equity                      $126,794            $113,680
                                                                          =============    ================
</TABLE>

       See notes to unaudited condensed consolidated financial statements





<PAGE>

<TABLE>
<CAPTION>




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

                                                     Three Months ended           Six Months ended
                                                        March 31,                      March 31,
                                                    2002         2001              2002        2001
                                                  ----------   ---------      ---------   ---------
<S>                                             <C>          <C>             <C>          <C>
Net sales...................................... $   47,388   $    57,521     $    68,054  $    81,604
Cost of goods sold.............................     36,919        43,523          53,520       61,829

Gross profit...................................     10,469        13,998          14,534       19,775
Selling, general and administrative............      9,010        10,264          16,325       18,642
Depreciation and amortization..................        616           724           1,242        1,424
                                                ----------   -----------     -----------  -----------
                                                     9,626        10,988          17,567       20,066

Operating income/(loss)........................        843         3,010          (3,033)        (291)
Interest expense...............................     (1,116)       (1,926)         (2,154)      (3,773)
Other income...................................         20            27              37           37

Income/(loss) before income tax and
   Cumulative effect of accounting change......       (253)        1,111          (5,150)      (4,027)
Income tax provision/(benefit).................        (93)          321          (1,887)      (1,561)
                                                ----------   -----------     -----------  -----------

Net income/(loss) before cumulative effect
   of accounting change........................       (160)          790          (3,263)      (2,466)
Cumulative effect of accounting change.........         --            --          (6,528)          --
                                                ----------   -----------     -----------  -----------
Net income/(loss).............................. $     (160)  $       790     $    (9,791) $    (2,466)
                                                ==========   ===========     ===========  ===========


Earnings/(loss) per share
   Basic:
      Net income/(loss) before accounting
      change...................................      (0.04)         0.18           (0.75)       (0.56)
      Effect of accounting change..............         --            --           (1.50)          --
                                                ----------   -----------     -----------  -----------
      Net income/(loss)........................ $    (0.04)  $      0.18     $     (2.25) $     (0.56)
                                                ==========   ===========     ===========  ===========
   Diluted:
      Net income/(loss) before accounting
      change...................................      (0.04)         0.18           (0.73)       (0.56)
      Effect of accounting change..............         --            --           (1.47)          --
                                                ----------   -----------     -----------  -----------
      Net income/(loss)........................ $    (0.04)  $      0.18     $     (2.20) $     (0.56)
                                                ==========   ===========     ===========  ===========

Weighted average common shares outstanding.....  4,348,416     4,378,383       4,351,785    4,382,854
Weighted average dilutive common shares
outstanding....................................  4,508,085     4,378,383       4,442,581    4,382,854


Stores open at end of period...................         35            39              35           39

</TABLE>


                                       2


<PAGE>


<TABLE>
<CAPTION>

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

                                                                                             Six months ended
                                                                                                  March 31,
                                                                                          2002                2001
                                                                                   ----------------------------------
<S>                                                                                <C>                <C>
Operating activities:
Net Loss                                                                           $     (9,791)      $      (2,466)
Adjustments to reconcile net loss to net cash used in
  Operating activities:
      Depreciation..............................................................          1,012                 984
      Amortization..............................................................            230                 440
      Changes in operating assets and liabilities
           Accounts receivable..................................................         (5,529)             (8,144)
           Prepaid expenses.....................................................           (806)               (622)
           Inventories..........................................................        (10,251)            (15,326)
           Other assets.........................................................            (10)                (74)
           Accounts payable.....................................................             53               5,647
           Accrued liabilities..................................................            150                (497)

           Income tax recoverable/income tax payable............................         (1,540)                (22)
           Cumulative effect of accounting change...............................          6,528                   0
                                                                                   --------------     ---------------
      Net Cash used in operating activities.....................................        (19,934)            (20,080)

      Investing Activities:
      Purchase of property and equipment........................................           (320)               (821)
                                                                                   --------------     ---------------
      Net cash used in investing activities.....................................           (320)               (821)

      Financing activities:

      Net increase in notes payable and other short term obligations............         16,290              23,946
      Net proceeds from issuance of Convertible Subordinated Notes..............          4,300                   0
      Net proceeds from issuance of Series A Preferred stock....................          2,139                   0
      Net payments for repurchase of common stock...............................            (18)                (73)
                                                                                   --------------     ---------------
      Net cash provided by financing activities.................................         22,711              23,873
      Change in cash and cash equivalents.......................................          2,457               2,972
      Cash and cash equivalents, beginning of period............................          1,388               2,971
                                                                                   --------------     ---------------
      Cash and cash equivalents, end of period..................................   $      3,845       $       5,943
                                                                                   ==============     ===============
</TABLE>

       See notes to unaudited condensed consolidated financial statements

                                       3




<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared  from the  records  of Travis  Boats & Motors,  Inc.  and  subsidiaries
(collectively,  the Company)  without audit. In the opinion of management,  such
financial  statements  include all  adjustments  (consisting  of only  recurring
accruals)  necessary to present fairly the financial position at March 31, 2002;
and the interim results of operations and cash flows for the three and six month
periods ended March 31, 2002 and 2001. The condensed  consolidated balance sheet
at September  30, 2001,  presented  herein,  has been  prepared from the audited
consolidated financial statements of the Company for the fiscal year then ended.

Accounting  policies  followed  by the Company  are  described  in Note 1 to the
audited  consolidated  financial  statements for the fiscal year ended September
30, 2001.  Certain  information and footnote  disclosures  normally  included in
financial  statements  have  been  condensed  or  omitted  for  purposes  of the
condensed consolidated interim financial statements.  The condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements,  including the notes  thereto,  for the fiscal year ended
September 30, 2001 included in the Company's annual Report on Form 10-K.

The results of  operations  for the three and six month  periods ended March 31,
2002 are not  necessarily  indicative of the results to be expected for the full
fiscal year.

NOTE 2 - NET INCOME/(LOSS) PER COMMON SHARE


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


<TABLE>
<CAPTION>


                                                    Three Months Ended          Six Months Ended
                                                        March 31,                  March 31,
                                                    2002         2001           2002        2001
                                                  ----------  ----------    -----------  -----------
<S>                                                <C>        <C>           <C>          <C>
Numerator:
Net income/(loss) before cumulative effect
   of accounting change....................             (160)        790        (3,263)      (2,466)
Cumulative effect of accounting change.....               --          --        (6,528)          --
                                                  ----------- ----------    -----------  -----------
Net income/(loss)..........................       $     (160) $      790    $   (9,791)  $   (2,466)
                                                  =========== ==========    ===========  ===========

Denominator for Basic income/(loss)
   per share -
        Weighted average shares............        4,348,416   4,378,383     4,351,785    4,382,854

Effect of dilutive securites:
    Employee stock options.................               --          --            --           --
    Series A Preferred Stock...............          159,669          --        90,796           --
                                                  ----------- ----------    -----------  -----------

Denominator for diluted income/(loss) per
   share -
        Weighted average shares and
          assumed conversions..............        4,508,085   4,378,383     4,442,581    4,382,854
                                                  ----------- ----------    -----------  -----------

                                       4
</TABLE>




As of March 31, 2002,  the Company had issued and  outstanding  incentive  stock
options to certain  officers,  directors and employees  totaling  431,964 shares
which  had a  strike  price  equal  to or  exceeding  the  closing  price of the
Company's  common stock on such date.  The 431,964 option shares have a weighted
average strike price of $6.51 and a weighted average outstanding  remaining life
of 6.93 years.

NOTE 3 - STOCKHOLDERS' EQUITY

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

Repurchases  of shares of common stock  during the quarter  ended March 31, 2002
consisted of the following:



     Shares Repurchased (000's)                 4.0
     Total Purchase Price (000's)               $7.9
     Average Price per Share                    $1.98

NOTE 4  - CONVERTIBLE SUBORDINATED NOTES

Effective December 14, 2001, the Company issued  Convertible  Subordinated Notes
(the "Notes") in an aggregate amount of $4,300,000. The Notes are unsecured with
a term of 36 months and have rates ranging from prime + 2%,  adjusted  quarterly
to 10.75%,  fixed.  The principal and interest  amounts payable  pursuant to the
Notes  are  subordinated,  in  substantially  all  respects,  to  the  Company's
borrowing  agreements with the commercial finance companies  providing inventory
and working capital  financing for the Company.  The Notes are redeemable by the
Company,  and if not redeemed the principal amount of the Notes may be converted
by the  holders  into  the  Company's  common  stock  at a  conversion  price of
approximately $2.46 per share.

The Notes were issued in the  collective  form of a $3.0 million Note plus other
Notes in the aggregate amount of $1.3 million. By letter dated as of February 8,
2002,  the Company  issued  notice to the holder of the $3.0 million Note of the
Company's  intent to prepay the Note, plus all accrued interest and the required
5%  prepayment  fee, on or about June 10, 2002.  The Company plans to prepay the
$3.0 million Note with certain proceeds from the transaction  described below in
NOTE 5 - SERIES A PREFERRED STOCK.

NOTE 5  -  SERIES A PREFERRED STOCK

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

As of March 31, 2002, Tracker has funded $2,139,000 to purchase 21,390 shares of
the Preferred  Stock.  Under the terms of the agreement,  Tracker has committed,
subject to the Company obtaining  shareholder approval and meeting

                                       5

<PAGE>

certain  other  conditions,  to purchase the  remainder of the 50,000  shares of
Preferred  Stock and to exercise the warrant.  The proceeds from the exercise of
the warrant  ($3.0  million) are required to be used to pay off the $3.0 million
Note described above in NOTE 4 - CONVERTIBLE SUBORDINATED NOTES.

NOTE 6 - SHORT TERM BORROWINGS

The Company  finances  substantially  all of its inventory  and working  capital
requirements  pursuant  to  borrowing  agreements  with two  commercial  finance
companies -- Transamerica  Distribution  Finance ("TDF") and Deutsche  Financial
Services  ("DFS").  Effective as of December 14, 2001, the Company  entered into
amended  loan  agreements.   Concurrent  with  execution  of  the  amended  loan
agreements,  the Company received  waivers on all financial  covenants that were
previously  in  non-compliance  with the  prior  agreements.  The  amended  loan
agreements also provide for certain  revisions to (i) future  financial  ratio's
and (ii) the maximum amount which the Company may borrow from the current amount
of $80  million to  varying  reduced  amounts  through  July of 2002,  when such
maximum  amount will be  established  at $70 million until the expiration of the
borrowing  agreements in January of 2003.  Management  believes that the maximum
available  credit  amounts under its credit lines  conform with the  anticipated
inventory purchasing plans of the Company during fiscal 2002.

NOTE 7  - GOODWILL AND OTHER INTANGIBLES

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

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


<TABLE>
<CAPTION>

                                                                                3 Months Ended              6 Months Ended
                                                                                   March 31,                   March 31,
                                                                               2002         2001           2002        2001
                                                                            ----------  ----------      ---------   ---------
<S>                                                                         <C>          <C>            <C>         <C>
Reported net income/(loss) before cumulative effect
   of accounting change..............................................            (160)        790         (3,263)     (2,466)
Goodwill amortization, net of tax....................................              --          70             --         139
                                                                            ----------   ---------      ---------   ---------
Adjusted net income/(loss) before cumulative effect
   of accounting change..............................................       $    (160)   $    860       $ (3,263)   $ (2,327)
                                                                            ==========   =========      =========   =========


Earnings/(loss) per share
   Basic:
      Reported net income/(loss) before accounting change............           (0.04)       0.18          (0.75)      (0.56)
      Goodwill amortization, net of tax..............................              --        0.02             --        0.03
                                                                            ----------   ---------      ---------   ---------
      Adjusted net income/(loss) before cumulative effect
           of accounting change......................................       $   (0.04)   $   0.20       $  (0.75)   $  (0.53)
                                                                            ==========   =========      =========   =========
   Diluted:
      Reported net income/(loss) before accounting change............           (0.04)       0.18          (0.73)      (0.56)
      Goodwill amortization, net of tax..............................              --        0.02             --        0.03
                                                                            ----------   ---------      ---------   ---------
      Adjusted net income/(loss) before cumulative effect
           of accounting change......................................       $   (0.04)   $   0.20       $  (0.73)   $  (0.53)
                                                                            ==========   =========      =========   =========
</TABLE>



In addition, the intangible asset established for non-compete agreements remains
subject to  amortization  in accordance with SFAS 142. The gross carrying amount
related  to  non-compete   agreements   was  $3,229,000   while  the  associated
accumulated  amortization  balance at September  30, 2001 and March 31, 2002 was
$1,622,000 and $1,851,000,  respectively. The aggregate amortization expense was
$114,000  and  $221,000  for the three  months  ended  March 31,  2002 and 2001,
respectively.  The aggregate  amortization expense was $230,000 and $440,000 for
the  six  months  ended  March  31,  2002  and  2001,  respectively.   Estimated
amortization expense for the next five fiscal years is approximately $455,000 in
2002; $415,000 in 2003; $385,000 in 2004; $235,000 in 2005 and $118,000 in 2006.

In accordance with SFAS 142, the Company completed goodwill  impairment tests as
required.  The tests  involved the use of  estimates  related to the fair market
value of the business with which the goodwill is associated.


                                       6

<PAGE>


As a result  of the  transitional  impairment  test,  which  considered  factors
including  the  significant  negative  industry  and economic  trends  impacting
current operations and our market capitalization relative to our net book value,
the  Company  recorded  a  non-cash,  after  tax  charge  of $6.5  million  as a
cumulative  effect of  accounting  change as of October 1, 2001.  The  non-cash,
after tax charge resulted in the elimination of the entire goodwill balance from
the Company's balance sheet.

NOTE 8 - COMPREHENSIVE INCOME

For the  quarters  and six months  ended  March 31,  2002 and 2001,  the Company
recorded no comprehensive income (loss) items, other than the net income (loss).


                                       7


<PAGE>



Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

General
-------

Travis  Boats & Motors,  Inc.  ("Travis  Boats" or the  "Company")  is a leading
multi-state  superstore  retailer of recreational  boats,  motors,  trailers and
related marine accessories in the southern United States. As of the date of this
Report on Form 10-Q,  the  Company  operates 35 store  locations  under the name
Travis  Boating  Center  in  Texas,  Arkansas,  Louisiana,  Alabama,  Tennessee,
Mississippi,  Florida,  Georgia and Oklahoma.  Since June 2001,  the Company has
closed  four (4)  store  locations,  of which  two (2)  were the  result  of the
Company's  decision  not to renew  expiring  leases.  Each of the closed  stores
primarily operated in markets with overlapping  geographic  coverages with other
Travis Boating Center locations.

The  Company's   operating   philosophy  seeks  to  differentiate   itself  from
competitors by providing  customers a unique superstore shopping experience that
showcases a broad selection of high quality boats, motors,  trailers and related
marine  accessories at firm,  clearly posted low prices.  Each  superstore  also
offers  complete  customer  service and support,  including  in-house  financing
programs  and  full-service   repair  facilities   staffed  by   factory-trained
mechanics.

History
-------

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

Since its founding in 1979 as a single  retail store in Austin,  Texas,  we have
grown  both  through  acquisitions  and  the  opening  of new  "start-up"  store
locations. During the 1980s, we expanded into San Antonio, Texas, purchased land
and built a new  store  facility.  After  this,  we  purchased  additional  boat
retailers  that  operated  stores in the Texas  markets of  Midland,  Dallas and
Abilene.  It was  during  this  early  period  of  store  growth  that we  began
developing  the  systems  necessary  to  manage  a  multi-store   operation  and
maximizing our inventory  purchases to obtain  increased volume  discounts.  Our
success  in  operating  numerous  stores  and  maximizing  volume  discounts  on
inventory  purchases  led to the  introduction  of our  own  proprietary  Travis
Edition  packaging  concept and our philosophy of clearly posting price signs on
each of our boats held for sale.  As of the date of this Report on Form 10-Q, we
operate 35 store  locations in the following  states:  Texas (8),  Arkansas (4),
Louisiana  (4),  Alabama (1),  Tennessee  (5),  Mississippi  (1),  Florida (10),
Georgia (1) and Oklahoma (1).

We sell  approximately 75 different types of Travis Edition models of brand-name
fishing,  water-skiing and general recreational boats, such as family ski boats,
off-shore fishing boats,  personal  watercraft,  cabin cruisers and yachts up to
approximately 60 feet in length. We also sell motors, trailers,  accessories and
related  equipment.  Although we sell pleasure  boats at many  different  retail
prices,  we attempt to price our product to maintain a  consistent  gross profit
percentage for each of our Travis Edition models. We study sales trends from the
cities and states where we operate store locations.  We use the information from
this data to custom design and pre-package  combinations  of popular  brand-name
boats, such as Larson, Wellcraft,  Scarab, Bayliner, Trophy, Sea Ark, Fishmaster
and Ranger along with motors,  trailers and numerous accessories,  under our own
proprietary  Travis Edition label. Our boats are generally powered by brand name
motors such as Mercury, Johnson, Suzuki or Volvo. These signature Travis Edition
packages, which account for the vast majority of total new boat sales, have been
designed and developed in coordination  with the manufacturers and often include
distinguishing  features and accessories that have historically been unavailable
to, or listed as optional by, many  competitors.  We also sell  yachts,  such as
Carver  and  Martinique  that range in length  from 25 feet to over 50 feet.  By
providing many different types of boats with many types of standard features, we
attempt to offer the customer an exceptional boat at a competitive price that is
ready for immediate use and enjoyment.

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

Quarter Ended,  March 31, 2002 Compared to the Quarter Ended, March 31, 2001 and
Six Months Ended,  March 31, 2002  Compared to the Six Months  Ended,  March 31,
2001.


                                       8

<PAGE>



Net sales.  Net sales in the second  quarter of fiscal 2002  decreased  to $47.4
million,  compared to net sales of $57.5 for the second  quarter of fiscal 2001.
For the six months ended,  March 31, 2002, net sales decreased to $68.1 million,
compared to $81.6 million during the same period of the prior fiscal year.

The  decreases  in net sales  during the quarter  and six ended March 31,  2002,
respectively,  included  $4.1  million  and $5.8  million in reduced  sales as a
result of the impact of fewer stores in operation (35 versus 39); a reduction in
sales of  approximately  $4.1million  and $4.4  million at the  Company's  Yacht
Center in Ft. Myers, Florida and declines in comparable store sales.  Comparable
store sales  declined by 14.2% (34 stores in base) and 12.1% (34 stores in base)
for the quarter and six months  ended March 31, 2002,  respectively.  Management
believes the decrease in comparable  store and Yacht Center sales was related to
various  factors.  Among these  factors  were  residual  effects of those issues
impacting the marine industry during the Fiscal 2001 year such as erratic levels
of consumer confidence and unemployment, in addition to lingering effects of the
events of September 2001. During the quarter the Company did experience positive
customer  demand for  certain of its  products  including  Ranger Bass Boats and
Suzuki outboard engines,  however  Management  believes that low stocking levels
and manufacturer lag times resulted in unfulfilled sales  opportunities  related
to these products.

Gross profit.  Gross profit decreased by 25.2% to approximately $10.5 million in
the second  quarter of fiscal  2002 from  $14.0  million in the same  quarter of
fiscal 2001.  Gross profit,  as a percent of net sales,  decreased to 22.1% from
24.3% during the same periods.  For the six months ended,  March 31, 2002, gross
profit  decreased 4.3% to $14.5 million from $19.8 million in the same period of
the prior year.  Gross  profit,  as a percent of sales,  decreased to 21.4% from
24.2% during the same period.

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

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

Net sales of these products contributed approximately $1.4 million, or 13.3%, of
total gross  profit in the second  quarter of fiscal  2002,  as compared to $2.0
million or 14.3%,  of total  gross  profit  for the second  quarter of the prior
fiscal year. For the six months ended, March 31, 2002, net sales attributable to
F&I Products  accounted  for $1.9  million,  or 13.1% of the total gross profit,
compared to $2.6 million or 13.1% of total gross profit,  for the same period of
the prior year.  Net sales  attributable  to F&I  Products are reported on a net
basis,  therefore,  all of such sales contribute directly to the Company's gross
profit.  The costs  associated  with the sale of F&I  Products  are  included in
selling, general and administrative expenses.  Management attributes the reduced
sales of F&I  Products due  primarily to the  reduction in overall net sales and
lower overall yields paid by lenders for originating  customer finance contracts
and competitive  pressures on finance rates (which resulted in lower net spreads
achieved in the placement of customer financing). Decreases in the percentage of
customers  buying  these  products  (which is  referred  to as  "sell-through"),
particularly  by  purchasers  of the larger,  more  expensive  boats and reduced
customer demand for certain insurance products have also been limiting factors.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  decreased to $9.0 million in second  quarter of fiscal
2002 from $10.3  million for the second  quarter of fiscal 2001.  Primarily as a
result of the decline in net sales,  the  selling,  general  and  administrative
expenses, as a percent of net sales, increased to 19.0% in the second quarter of
fiscal 2002 from 17.8% for the second quarter of fiscal 2001. For the six months


                                       9


<PAGE>




ended March 31, 2002,  selling,  general and administrative  expenses were $16.3
million,  or 24.0% as a percentage of net sales,  versus $18.6 million, or 22.8%
as a percentage of net sales in the same period of the prior fiscal year

The decrease in selling, general and administrative expenses, in actual dollars,
for the quarter  ended March 31, 2002 versus the same  quarter of the prior year
was   primarily   attributable   to  the   reduction   in  wages,   commissions,
travel/entertainment  expenses and the overall decline in net sales. The Company
has  managed  headcount  primarily  through  attrition  and  selective  position
consolidation.  The  reduction  in overall  expenses  was offset by increases in
certain  expenses,  primarily  insurance  expense.  The Company has  experienced
significant  increases in premiums related to both its property/casualty and its
employee health insurance coverages.

Depreciation and Amortization  Expenses.  Depreciation and amortization expenses
decreased  by 15.0% to  $616,000  in the  second  quarter  of  fiscal  2002 from
$724,000 for the second quarter of fiscal 2001.  Depreciation  and  amortization
expenses,  as a percent of net sales,  remained  flat at 1.3% for quarter  ended
March 31, 2002 and 2001,  respectively.  Depreciation and amortization expenses,
as a percentage of net sales, were 1.8% for the six months ended March 31, 2002,
compared to 1.7% in the same period of the prior fiscal year.

The decrease in depreciation and amortization  expenses,  both in actual dollars
and as a percent of net  sales,  was  primarily  attributable  to the  Company's
adoption of SFAS 142 effective on October 1, 2001. Pursuant to the adoption, the
Company  discontinued the amortization of goodwill.  Accordingly,  the Company's
amortization  expense was  $230,000  and $440,000 for the six months ended March
31, 2002 and 2001, respectively.

Interest  expense.  Interest  expense  decreased  to $1.1  million in the second
quarter of fiscal 2002 from $1.9  million in the second  quarter of fiscal 2001.
Interest expense, as a percent of net sales,  decreased to 2.3% from 3.3% of net
sales in the second  quarter of both fiscal 2002 and fiscal 2001,  respectively.
For the six months ended March 31, 2002 and 2001, respectively, interest expense
decreased to $2.2 million from $3.8 million and interest expense as a percent of
net sales decreased to 3.2% from 4.6%.

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

Net profit/(loss).  The Company posted a net loss of approximately  $160,000 for
the second quarter of fiscal 2002 versus a net profit of approximately  $790,000
in the second  quarter of fiscal 2001.  For the six month period ended March 31,
2002 the Company posted a net loss, prior to the cumulative effect of accounting
change,  of $3.3  million  compared  to a net loss of $2.5  million  for the six
months ended March 31,  2001.  As of October 1, 2001,  the Company  adopted SFAS
142, "Goodwill and Other Intangible  Assets".  The application of the transition
provisions  of this new  accounting  standard  required  the  Company  to take a
non-recurring, after-tax charge of approximately $6.5 million. The charge, which
is  effective  as of  the  adoption  date,  results  in the  elimination  of the
Company's  goodwill  accounts.  Inclusive of the cumulative effect of accounting
change,  the  Company's  net loss for the six months  ended  March 31,  2002 was
approximately $9.8 million

Liquidity and Capital Resources
-------------------------------

The Company's short-term cash needs are primarily for working capital to support
operations,  including inventory  requirements,  off-season  liquidity and store
infrastructure. These short-term cash needs have historically been financed with
cash from operations and further  supplemented by borrowings under the Company's
borrowing  agreements.  At March 31,  2002,  the Company had working  capital of
approximately  $16.8  million,   centered  in  approximately  $75.4  million  in
inventories,    offset   by   approximately    $75.7   million   in   short-term
revolving/floorplan  credit lines outstanding under its borrowing agreements. As
of March 31,  2002,  the  aggregate  maximum  borrowing  limit  pursuant  to the
borrowing  agreements was $80.0 million,  of which the Company's  eligibility to
borrow  additional sums up to the maximum is pursuant to floor plan advances and
a borrowing base formula.  The Company's  floor plan advances and borrowing base
formula  collectively  allow the Company to borrow against


                                       10

<PAGE>


substantially  all of its new and used  inventory,  as well as certain  accounts
receivable, in determining its maximum borrowing availability.

Operating  activities  used cash of $19.9  million  for the first six  months of
fiscal 2002 due primarily to net increases of $10.3 million in inventories, $5.5
million in accounts  receivable and the net loss.  The Company's  selling season
typically  begins with boat and recreation  shows occurring in January and March
in certain  market areas in which the Company  conducts  business.  Accordingly,
inventories typically increase  substantially during the first quarter and begin
to level off in the  second  quarter  as a result of  increased  sales  volumes.
Inventory  levels  generally  falls to an annual low point during the  Company's
fourth fiscal  quarter.  The increased  accounts  receivable  levels reported at
March 31, 2002 were primarily the result of contracts in transit  generated from
the retail sale of boats.  Thus, the contracts in transit are generally due from
financial institutions that handle the financing on customer purchases.

Merchandise inventories were approximately $75.4 million and approximately $65.2
million as of March 31, 2002 and September 30, 2001, respectively.

Financing  activities  for  the  six  months  ended,  March  31,  2002  provided
approximately  $22.7  million of cash flows  primarily  from the net proceeds of
borrowings  under the  Company's  borrowing  agreements  and the proceeds of the
issuance of $4.3 million in Convertible Subordinated Notes. The Company finances
substantially all of its inventory and working capital requirements  pursuant to
borrowing  agreements  with two  commercial  finance  companies --  Transamerica
Distribution  Finance  ("TDF") and  Deutsche  Financial  Services  ("DFS").  The
agreements,  which have maturity  dates of January 2003,  contain  substantially
similar terms and financial ratio based covenant requirements.  Borrowings under
the  agreements are pursuant to floor plan advances and a borrowing base formula
and are used primarily to finance  inventory  purchases and for general  working
capital  requirements.  Substantially all assets including  inventory,  accounts
receivable,  intangibles  and  junior  real  estate  liens  collateralize  these
borrowing  agreements.  The terms of the borrowing  agreements also provide for:
(i)  fees for  administrative  monitoring,  (ii)  fees for  unused  portions  of
available  credit,  and (iii)  pre-payment  fees in the  event of the  Company's
termination of such floor plans prior to their stated  maturity dates in January
2003.  The  borrowing   agreements  also  include  restrictive  loan  agreements
containing various loan covenants and borrowing restrictions,  including minimum
financial ratios (governing net worth, current assets, debt to worth percentages
and cash flow  coverage  requirements  based upon  interest  expense and monthly
principal  and  interest  payments  on  debts).  Acquisitions,  the  payment  of
dividends or  repurchases of the Company's  common stock are also  substantially
limited  without prior  consent.  Effective as of December 14, 2001, the Company
entered into amended loan  agreements.  Concurrent with execution of the amended
loan agreements,  the Company  received waivers on all financial  covenants that
were previously in non-compliance  with the prior  agreements.  The amended loan
agreements also provide for certain revisions to (i) future financial ratios and
(ii) the maximum  amount which the Company may borrow from the current amount of
$90 million to varying  reduced  amounts through July of 2002, when such maximum
amount will be  established at $70 million until the expiration of the borrowing
agreements in January of 2003.  Management  believes that the maximum  available
credit  amounts  under its credit lines conform with the  anticipated  inventory
purchasing plans of the Company during fiscal 2002. Based upon the proceeds from
the issuance of  convertible  notes and preferred  stock  (discussed  below) and
management's  Fiscal  2002  operating  plan,  including  the  sale/leaseback  or
refinancing  of  certain  assets,  if  necessary,  and  availability  under  the
borrowing  agreements,  the Company believes that there is adequate liquidity to
fund the Company's  operations and to make required principal payments under the
two  borrowing   agreements  and  other  outstanding  debt.  However,   material
shortfalls or variances from anticipated  performance  could require the Company
to seek  further  amendment  to the amended  borrowing  agreements  or alternate
sources of financing.

Effective  December 14, 2001 the Company entered into  Convertible  Subordinated
Notes in the aggregate amount of $4,300,000. The Notes are unsecured with a term
of 36 months and have rates  ranging  from prime + 2%,  adjusted  quarterly,  to
10.75%,  fixed. The principal and interest amounts payable pursuant to the Notes
are  subordinated,  in substantially  all respects,  to the Company's  borrowing
agreements with TDF and DFS providing  inventory and working  capital  financing
for the Company.  The Notes are  redeemable by the Company,  and if not redeemed
may be converted by the holders into the Company's  common stock at a conversion
price of approximately $2.46 per share.

The Notes were issued in the  collective  form of a $3.0 million Note plus other
Notes in the aggregate amount of $1.3 million. By letter dated as of February 8,
2002,  the Company  issued  notice to the holder of the $3.0 million Note of the
Company's  intent to prepay the Note, plus all accrued interest and the required
5%  prepayment  fee, on or about June 10, 2002.  The Company  intends to utilize
certain proceeds of the convertible  preferred stock transaction discussed below
to prepay the $3.0 million Note on or prior to June 10, 2002.

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

As of March 31, 2002, Tracker has funded $2,139,000 to purchase 21,390 shares of
the Preferred  Stock.  Under the terms of the agreement,  Tracker has committed,
subject to the Company obtaining  shareholder approval and meeting certain other
conditions,  to purchase the remainder of the 50,000  shares of Preferred  Stock
and to exercise the warrant. The proceeds from the exercise of the warrant ($3.0
million)  are  required to be used to pay off the $3.0  million  Note  described
above.




                                       11

<PAGE>


Seasonality
-----------

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

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

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

Other than  statements  of historical  fact,  all  statements  contained in this
Report  on  Form  10-Q,  including   statements  in  "Item  1.  Business",   and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  are forward-looking  statements as that term is defined in Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange  Act of 1934.  These  forward-looking  statements  involve  a number of
uncertainties.  The  actual  results  of  the  future  events  described  in the
forward-looking  statements in this Report on Form 10-Q could differ  materially
from those  stated in such  forward-looking  statements.  Among the factors that
could cause actual results to differ  materially  are: the impact of seasonality
and  weather,   general   economic   conditions,   competition   and  government
regulations,  the level of discretionary  consumer  spending,  national or local
catastrophic  events, as well as the risks and  uncertainties  discussed in this
Report on Form 10-Q,  including  without  limitation,  the matters  discussed in
"Risk  Factors"  and  the  uncertainties  set  forth  from  time  to time in the
Company's other public  reports,  filings and public  statements,  including the
Company's  Report on Form 10-K for the Fiscal Year ended September 30, 2001. All
forward-looking  statements in this Report on Form 10-Q are expressly  qualified
in their entirety by the cautionary statements in this paragraph.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities
SERIES A PREFERRED STOCK

On March 13,  2002,  the Company  entered into an  agreement  with TMRC,  L.L.P.
("Tracker"),  a  wholly-owned  subsidiary of Tracker  Marine,  L.L.C.,  to issue
Tracker  50,000  shares  of newly  created  6% Series A  Cumulative  Convertible
Preferred Stock (the "Preferred Stock") in the Company. The Company also intends
to grant Tracker a warrant to

                                       12

<PAGE>


acquire an additional 30,000 shares of the Preferred Stock (the "Warrant").  The
issue price of the  Preferred  Stock is $100 per share and each share and may be
converted into the Company's common stock at a conversion price of approximately
$2.46 per share.

As of March 31,  2002,  Tracker has  purchased  21,390  shares of the  Preferred
Stock. Under the terms of the agreement,  Tracker has committed,  subject to the
Company obtaining shareholder approval and meeting certain other conditions,  to
purchase the remainder of the 50,000  shares of Preferred  Stock and to exercise
the Warrant.

A condition  to the exercise of the Warrant for 30,000  shares of the  Preferred
Stock is that the  Company  use the  proceeds  to prepay the $3.0  million  Note
discussed above in NOTE 4 - CONVERTIBLE SUBORDINATED NOTES.





Item 3.  Defaults Upon Senior Securities

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

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


The Company was required to obtain shareholder  approval for the issuance of the
Preferred  Stock described in Item 2. Changes in Securities  above.  Shareholder
approval was obtained as of approximately  May 20, 2002 by use of an information
statement,  with a record date for such action of March 8, 2002.  As of March 8,
2002, the Company had approximately  4,362,509 issued and outstanding  shares of
Common Stock,  each of which is entitled to one vote on any matter  brought to a
vote of the  Company's  shareholders.  As of  March 8,  2002,  the  Company  had
received the  affirmative  vote of the holders of record of 2,497,258  shares of
Common  Stock,  representing  approximately  57% of all issued  and  outstanding
shares of Common Stock of the Company.


Item 5.  Other Information

Not applicable

Item 6.  Exhibits and Reports on Form 8-K

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

                None


         (b)    Reports on Form 8-K

                During the quarter ended  March 31,  2002,  the Company  filed a
                report on Form 8-K pertaining to the agreement with Tracker,  as
                follows:


                        Form 8-K, Current Report of Unscheduled Material Events,
                        filed on March 28, 2002, describing the transaction of
                        March 13, 2002, in which the Company entered into an
                        agreement with Tracker, a wholly-owned subsidiary of
                        Tracker Marine, L.L.C., whereby Tracker initially
                        invested approximately $2.1 million towards the purchase
                        of newly created 6% Series A Cumulative Convertible
                        Preferred Stock (the "Preferred Stock") in the Company.

                                       13

<PAGE>

                                   SIGNATURES

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

Date: May 20, 2002                      Travis Boats & Motors, Inc.


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



                                       14