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

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

                  For the Quarterly Period Ended March 31, 2001

                                       OR

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

                         Commission File Number 0-20757

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


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



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


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

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


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


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

As of May 11, 2001, the registrant had 4,377,027 share of its Common Stock $.01
par value outstanding.



<PAGE>

<TABLE>
<CAPTION>

                                      INDEX


PART I - FINANCIAL INFORMATION

<S>                        <C>                                                                                    <C>
Item 1:  Financial Statements (Unaudited):
                           Condensed Consolidated Balance Sheet:
                           March 31, 2001 and September 30, 2000...................................................1

                           Condensed Consolidated Statement of Operations:
                           Three and Six Months Ended March 31, 2001 and 2000......................................2

                           Unaudited Condensed Consolidated Statement of Cash Flows:
                           Six Months Ended March 31, 2001 and 2000................................................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>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>


Travis Boats & Motors, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 ( in thousands, except share data )
                                                                              March 31,      September 30,
                                                                               2001              2000
                                                                          ----------------   --------------
                                                                            (unaudited)
<S>                                                                             <C>              <C>
ASSETS:
      Current assets:
            Cash and cash equivalents                                           $   5,943        $   2,971
            Accounts receivable, net                                               19,760           11,616
            Inventories, net                                                       93,405           78,079
            Deferred tax asset                                                         71               71
            Income taxes recoverable                                                1,390            1,368
            Prepaid expenses and other                                              1,545              923
                                                                                ----------       ----------
              Total current assets                                                122,114           95,028

      Property and equipment:
            Land                                                                    5,982            5,819
            Buildings and improvements                                             15,296           14,713
            Furniture, fixtures and equipment                                       8,332            8,262
                                                                                ----------       ----------
                                                                                   29,610           28,794
            Less accumulated depreciation                                          (6,864)          (5,878)
                                                                                ----------       ----------
                                                                                   22,746           22,916

      Deferred tax asset                                                              204              204

      Intangibles and other assets :
            Goodwill and non-compete agreements, net                               10,819           11,253
            Other assets                                                              320              246
                                                                                ----------       ----------
              Total assets                                                      $ 156,203        $ 129,647
                                                                                ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
            Accounts payable                                                    $  10,006        $   4,359
            Accrued liabilities                                                     1,329            1,826
           Amounts due for purchase of business                                         0                0
            Income taxes payable                                                        0                0
            Floor plan and revolving line of credit                                95,686           73,282
            Current portion of notes payable and other short-term obligations       1,160            4,613
                                                                                ----------       ----------
              Total current liabilities                                           108,181           84,080


      Notes payable, less current portion                                          11,010            6,015

      Stockholders' equity
              Serial Preferred stock, $.01 par value, 1,000,000 shares
                      Authorized, no shares outstanding
            Common Stock, $.01 par value, 50,000,000 authorized,
                 4,377,027 and 4,399,027 issued and outstanding at
                 March 31, 2001 and September 30, 2000, respectively                   44               44
            Paid-in capital                                                        15,391           15,464
            Retained earnings                                                      21,577           24,044
                                                                                ----------       ----------
              Total stockholders' equity                                           37,012            9,552

                                                                                ----------       ----------
              Total liabilities and stockholders' equity                         $156,203         $129,647
                                                                                ==========       ==========

</TABLE>


       See notes to unaudited condensed consolidated financial statements


                                       1

<PAGE>

<TABLE>
<CAPTION>

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


                                                                         Three months ended                Six months ended
                                                                              March 31,                         March 31,
                                                                       2001              2000             2001            2000
                                                                ----------------------------------------------------------------
<S>                                                             <C>               <C>               <C>             <C>
Net sales                                                       $     57,621      $     57,385      $    81,604     $    81,012
Cost of goods sold                                                    43,523            42,549           61,829          60,202
                                                                -------------     -------------     ------------    ------------

Gross profit                                                          13,998            14,836           19,775          20,810

Selling, general and administrative                                   10,264            10,567           18,642          18,218
Depreciation and amortization                                            724               629            1,424           1,253
                                                                -------------     -------------     ------------    ------------
                                                                      10,988            11,196           20,066          19,471

Operating Income/(Loss)                                                3,010             3,640             (291)          1,339
Interest expense                                                      (1,926)           (1,768)          (3,773)         (3,142)
Other income                                                              27                 8               37              17
                                                                -------------     -------------     ------------    ------------

Income/(Loss) before income taxes                                      1,111             1,880           (4,027)         (1,786)
Provision for (benefit from) income taxes                                321               690           (1,561)           (654)
                                                                -------------     -------------     ------------    ------------

Net Income/(Loss)                                               $        790      $      1,190      $    (2,466)    $    (1,132)
                                                                =============     =============     ============    ============
Basic and Diluted Earnings (Loss) Per Share                     $       0.18      $       0.27      $     (0.56)    $     (0.26)

Weighted avg. basic and dilutive common shares outstanding         4,378,383         4,487,134        4,382,854       4,394,168

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

       See notes to unaudited condensed consolidated financial statements

                                       2

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                              Six months ended
                                                                                                   March 31,
                                                                                          2001                2000
                                                                                   ----------------------------------
<S>                                                                                  <C>                  <C>
Operating activities:
Net Loss                                                                             $  (2,466)           $ (1,132)
Adjustments to reconcile net loss to net cash used in
  Operating activities:
      Depreciation......... ....................................................           984                 830
      Amortization..............................................................           440                 423
      Changes in operating assets and liabilities
           Accounts receivable..................................................        (8,144)             (5,076)
           Prepaid expenses.....................................................          (622)               (609)
           Inventories..........................................................       (15,326)            (34,230)
           Other assets.........................................................           (74)               (358)
           Accounts payable.....................................................         5,647               2,061
           Accrued liabilities..................................................          (497)             (1,332)
           Income tax benefit...................................................           (22)             (2,895)
           Unearned revenue.....................................................             0               1,143

                                                                                      ---------           ---------
      Net Cash used in operating activities.....................................       (20,080)            (41,175)

      Investing Activities:
      Purchase of businesses....................................................             0                 (94)
      Purchase of property and equipment........................................          (821)             (2,197)
                                                                                     ----------           ---------
      Net cash used in investing activities                                               (821)             (2,291)

      Financing activities:

      Net increase in notes payable and other short term obligations............        23,946              44,294
      Net payments for repurchase of common stock                                          (73)                  0
                                                                                     ----------           ---------
      Net cash provided by financing activities.................................        23,873              44,294
      Change in cash and cash equivalents.......................................         2,972                 828
      Cash and cash equivalents, beginning of period............................         2,971               4,125
                                                                                     ----------           ---------
      Cash and cash equivalents, end of period..................................     $   5,943            $  4,953
                                                                                     ==========           =========
</TABLE>


       See notes to unaudited condensed consolidated financial statements


                                       3

<PAGE>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


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, 2001;
and the interim results of operations and cash flows for the three and six month
periods ended March 31, 2001 and 2000. The condensed  consolidated balance sheet
at September  30, 2000,  presented  herein,  has been  prepared from the audited
consolidated financial statements of the Company for the fiscal year then ended.

Accounting  policies  followed  by the Company  are  described  in Note 1 to the
audited  consolidated  financial  statements for the fiscal year ended September
30, 2000.  Certain  information and footnote  disclosures  normally  included in
financial  statements  have  been  condensed  or  omitted  for  purposes  of the
condensed consolidated interim financial statements.  The condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial  statements,  including the notes  thereto,  for the fiscal year ended
September 30, 2000 included in the Company's annual Report on Form 10-K.

The results of  operations  for the three and six month  periods ended March 31,
2001 are not  necessarily  indicative of the results to be expected for the full
fiscal year.

                                       4
<PAGE>



NOTE 2 - NET INCOME (LOSS) PER COMMON SHARE

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

Statement 128 requires the  calculation  of earnings per share to exclude common
stock equivalents when the inclusion of such would be anti-dilutive.  In the six
month  periods  ended March 31, 2001 and 2000,  respectively,  the  inclusion of
common stock equivalents would have been  anti-dilutive  based upon the net loss
posted by the Company. As such, all common stock equivalents were excluded.

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
                                        2001              2000            2001            2000
                                        ----              ----            ----            ----
<S>                                 <C>               <C>             <C>             <C>
Numerator:
         Net income (Loss)          $  790,000        $ 1,190,000     $ (2,466,000)   $ (1,132,000)
Denominator:
         Denominator for basic
         earnings per share -
         weighted avg. shares        4,378,383          4,412,027        4,382,854       4,394,168

Effect of dilutive securities:
         Employee stock options      ---------             75,107        ---------       ---------
                                     -------------------------------------------------------------

Denominator for diluted earnings
         per share - adjusted
         weighted average shares     4,378,383          4,487,134        4,382,854       4,394,168
         and assumed conversions
                                     -------------------------------------------------------------

Basic earnings (Loss) per share         $.18               $.27            ($.56)          ($.26)
                                     -------------------------------------------------------------

Diluted earnings (Loss) per share       $.18               $.27            ($.56)          ($.26)
                                     -------------------------------------------------------------
</TABLE>


As of March 31, 2001,  the Company had issued and  outstanding  incentive  stock
options to certain  officers,  directors and employees  totaling  366,131 shares
which had a strike price  exceeding the closing  price of the  Company's  common
stock on such date.  The 366,131  option shares have a weighted  average  strike
price of $7.51 and a weighted average outstanding remaining life of 6.98 years.

NOTE 3 - STOCKHOLDERS' EQUITY

During fiscal 2000, the Company established a program to repurchase  outstanding
shares of its common stock in the open market from time to time. The Company has


                                       5

<PAGE>


made  purchases of its common stock pursuant to this program and has retired all
such common shares repurchased.  Repurchased shares of common stock consisted of
the following as of March 31, 2001:



     Shares Repurchased                           37,000
     Total Purchase Price                       $132,000
     Average Price per Share                    $3.57


NOTE 4 - COMPREHENSIVE INCOME

For the quarters ended March 31, 2001 and 2000, Comprehensive Net Income equaled
Net Income.

For the six month periods ended March 31, 2001 and 2000, the Company recorded no
comprehensive income items, therefore Comprehensive Net Loss equaled Net Loss.

Item 2. Management's Discussion And Analysis Of Financial Conditions And Results
Of Operations

General
-------

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

History
-------

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

Since its founding in 1979 as a single  retail store in Austin,  Texas,  we have
grown  both  through  acquisitions  and  the  opening  of new  "start-up"  store
locations. During the 1980s, we expanded into San Antonio, Texas, purchased land
and built a new  store  facility.  After  this,  we  purchased  additional  boat
retailers  that  operated  stores in the Texas  markets of  Midland,  Dallas and
Abilene.  It was  during  this  early  period  of  store  growth  that we  began
developing  the  systems  necessary  to  manage  a  multi-store   operation  and
maximizing our inventory  purchases to obtain  increased volume  discounts.  Our
success  in  operating  numerous  stores  and  maximizing  volume  discounts  on
inventory  purchases  led to the  introduction  of our  own  proprietary  Travis
Edition  packaging  concept and our philosophy of clearly posting price signs on
each of our boats held for sale.  Since  1990,  we have  opened or  acquired  34
additional  store locations in the following  states:  Texas (3),  Arkansas (4),
Louisiana  (4),  Alabama (2),  Tennessee  (5),  Mississippi  (1),  Florida (13),
Georgia (1) and Oklahoma (1).

We sell  approximately 75 different types of Travis Edition models of brand-name
fishing,  water-skiing and general recreational boats, such as family ski boats,
off-shore fishing boats,  personal  watercraft,  cabin cruisers and yachts up to
approximately 60 feet in length. We also sell motors, trailers,  accessories and
related  equipment.  Although we sell pleasure  boats at many  different  retail
prices,  we attempt to price our product to maintain a  consistent  gross profit
percentage for each of our Travis Edition models. We study sales trends from the
cities and states where we operate store locations.  We use the information from
this data to custom design and pre-package  combinations  of popular  brand-name
boats, such as Larson,  Wellcraft,  Scarab,  Bayliner,  Trophy, Sprint, Sea Ark,
Fishmaster and Ranger with outboard  motors  generally  manufactured by Outboard
Marine  Corporation or Brunswick  Corporation,  along with trailers and numerous
accessories,  under our own  proprietary  Travis Edition label.  These signature
Travis Edition  packages,  which account for the vast majority of total new boat
sales,  have been designed and developed in coordination  with the manufacturers


                                       6

<PAGE>


and often include distinguishing features and accessories that have historically
been  unavailable to, or listed as optional by, many  competitors.  We also sell
yachts, such as Carver, Martinique, Cruisers and Luhrs that range in length from
25 feet to over 50 feet. By providing  many  different  types of boats with many
types of standard features, we attempt to offer the customer an exceptional boat
at a competitive price that is ready for immediate use and enjoyment.

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

Quarter Ended,  March 31, 2001 Compared to the Quarter Ended, March 31, 2000 and
Six Months Ended,  March 31, 2001  Compared to the Six Months  Ended,  March 31,
2000.

Net sales.  Net sales  increased to  approximately  $57.6  million in the second
quarter of fiscal 2001 from $57.4 million in the second  quarter of fiscal 2000.
For the six months ended,  March 31, 2001, net sales  increased to $81.6 million
from $81.0 million during the same period of the prior year.

The primary  component of the increase in net sales during  fiscal 2001 has been
the result of the store locations  opened during fiscal 2000 in Stuart (Jupiter)
and Pompano,  Florida.  The increase in net sales for the quarter and six months
ended March 31, 2001 was partially offset by decreases in comparable store sales
of 5.6% (34 stores in base) and 8.7% (34 stores in base),  during the respective
periods.  Management believes the decrease in comparable store sales was related
to various  factors  including  poor weather,  higher  overall  interest  rates,
erratic levels of consumer confidence and an overall weak economic environment.

Gross profit.  Gross profit decreased by 5.6% to approximately  $14.0 million in
the second  quarter of fiscal  2001 from  $14.8  million in the same  quarter of
fiscal 2000.  Gross profit,  as a percent of net sales,  decreased to 24.3% from
25.8% during the same periods.  For the six months ended,  March 31, 2001, gross
profit  decreased 5.0% to $19.8 million from $20.8 million in the same period of
the prior year.  Gross  profit,  as a percent of sales,  decreased to 24.2% from
25.7% during the same period.

The  decrease in gross  profit,  both in actual  dollars and as a percent of net
sales,  was  primarily  related to the Company and certain of its  manufacturers
offering  additional  incentives  and  rebates  on  various  models of boats and
outboard engines. The manufacturer  incentives and rebates were developed by the
manufacturers  as part of an effort to stimulate  sales as the overall  industry
sales performance has been soft.  Additionally,  the Company has developed other
incentives  as  part  of  its  ongoing  inventory   reduction  plan  implemented
previously  during  the  summer of the  recently  completed  2000  fiscal  year.
Management  believes  that  these  programs  or  similar  levels  of  additional
incentives  and rebates will continue for at least the remainder of fiscal 2001.
While these programs have impacted gross profit, the Company has been successful
in reducing overall inventory levels.

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  $2.0 million,  or
14.3%,  of total gross profit in the second  quarter of fiscal 2001, as compared
to $2.4 million or 16.2%,  of total gross  profit for the second  quarter of the
prior  fiscal  year.  For the six  months  ended,  March  31,  2001,  net  sales
attributable to F&I Products  accounted for $2.6 million,  or 13.1% of the total
gross  profit,  compared  to $3.1  million or 15.0%,  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  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


                                       7

<PAGE>


(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 $10.3 million in second quarter of fiscal
2001 from $10.6 million for the second quarter of fiscal 2000. Selling,  general
and administrative  expenses,  as a percent of net sales,  decreased to 17.8% in
the second  quarter of fiscal  2001 from 18.4% for the second  quarter of fiscal
2000.  For  the  six  months  ended  March  31,  2001,   selling,   general  and
administrative  expenses  were $18.6  million,  or 22.8% as a percentage  of net
sales,  versus $18.2 million,  or 22.4% as a percentage of net sales in the same
period of the prior fiscal year

The decrease in selling,  general and  administrative  expenses,  both in actual
dollars  and as a percent of net sales,  for the  quarter  ended  March 31, 2001
versus  the same  quarter of the prior year was  primarily  attributable  to the
reduction in wages, commissions and  travel/entertainment  expenses. The Company
has  managed  headcount  primarily  through  attrition  and  selective  position
consolidation.  The  reduction  in overall  expenses  was offset by increases in
certain  expenses  such as  utilities,  insurance,  fuel  costs  and  rent/lease
expense.

     Depreciation  and  Amortization  Expenses.  Depreciation  and  amortization
expenses  increased  by 15.1% to $724,000  in the second  quarter of fiscal 2001
from  $629,000  for  the  second  quarter  of  fiscal  2000.   Depreciation  and
amortization  expenses,  as a percent  of net  sales,  increased  to 1.3% in the
second  quarter of fiscal 2001 from 1.1% for the second  quarter of fiscal 2000.
Depreciation and amortization  expenses, as a percentage of net sales, increased
to 1.7% for the six months ended March 31, 2001,  versus 1.5% in the same period
of the prior fiscal year.

The increase in depreciation and amortization  expenses,  both in actual dollars
and as a percent of net sales,  was primarily  attributable to the  depreciation
expenses of the Company's recently completed superstore location in San Antonio,
Texas and other improvements to its asset infrastructure.

Interest  expense.  Interest  expense  increased  to $1.9  million in the second
quarter of fiscal 2001 from $1.8  million in the second  quarter of fiscal 2000,
while interest expense,  as a percent of net sales,  increased to 3.3% from 3.1%
of net  sales  in the  second  quarter  of both  fiscal  2001 and  fiscal  2000,
respectively.  For the  six  months  ended  March  31,  2001,  interest  expense
increased to $3.8 million from $3.1 million in the same period of the prior year
and interest expense as a percent of net sales increased to 4.7% from 3.9%.

Interest  expense,  both in actual  dollars  and as a percent of net sales,  was
negatively  impacted by an increase in the Company's  short term borrowing rates
relative  to the same  periods  of the prior year and the  incremental  interest
expense  incurred on the additional  long term debt related to the Company's new
superstore in San Antonio, Texas and other real estate holdings.

Net profit/(loss). The Company posted a net profit of approximately $790,000 for
the second  quarter of fiscal  2001  versus a net profit of  approximately  $1.2
million in the second quarter of fiscal 2000. For the six months ended March 31,
2001 and 2000,  the Company  posted net losses of $2.5 million and $1.1 million,
respectively.

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

The Company's short-term cash needs are primarily for working capital to support
operations, including inventory requirements,  off-season liquidity and store or
infrastructure  expansion.  These short-term cash needs have  historically  been
financed with cash from operations and borrowings under the Company's  borrowing
agreements.  At March 31, 2001, the Company had working capital of approximately
$13.9 million, centered in approximately $93.4 million in inventories, offset by
approximately  $95.7  million in  short-term  revolving/floorplan  credit  lines
outstanding under its borrowing agreements.  As of March 31, 2001, the aggregate
maximum borrowing limit pursuant to the borrowing agreements was $110.0 million,
of which the Company's  eligibility to borrow  additional sums up to the maximum
is pursuant to the borrowing base formula.  The Company's borrowing base formula
allows  the  Company  to borrow  against  substantially  all of its new and used
inventory as well as certain  accounts  receivable  in  determining  its maximum
borrowing availability. "See Subsequent Event".

Operating  activities  used cash of $20.1  million  for the first six  months of
fiscal 2001 due primarily to the net increases of $15.3 million in  inventories,
$8.1 million in accounts receivable and the reported net loss. The first quarter
historically  represents the "off" or "slow" selling season for the Company (see
"Seasonality").  The Company's  selling  season  typically  begins with boat and


                                       8

<PAGE>

recreation  shows  occurring in January - 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.

Merchandise inventories were approximately $93.4 million and approximately $78.1
million as of March 31, 2001 and September 30, 2000, respectively.

The Company used net cash in investing  activities of approximately $0.8 million
in the first six months of fiscal  2001 as the  Company  continued  to  renovate
stores to superstore  standards and update certain  facilities with its standard
superstore trade dress awnings, pole signage and neon.

Financing  activities  for the  three  months  ended,  March 31,  2001  provided
approximately  $23.9  million of cash flows  primarily  from the net proceeds of
borrowings  under the Company's  borrowing  agreements.  The agreements  include
borrowing   agreements   entered  into  in  January,   2000  with   Transamerica
Distribution  Finance  ("TDF") and Deutsche  Financial  Services  ("DFS") in the
principal  amounts  of $50.0  million  and $60.0  million,  respectively.  These
borrowing  agreements,  which  contain  substantially  similar  terms  and  have
maturity  dates of January  2003,  provide for a combined  borrowing  at various
sub-prime  based or LIBOR based  interest  rates.  Borrowings  are pursuant to a
borrowing base formula and are used primarily to finance inventory purchases and
for general working capital requirements.  Substantially all inventory, accounts
receivable and intangible assets collateralize these borrowing  agreements.  The
terms of the borrowing  agreements also provide for: (i) fees for administrative
monitoring,  (ii)  fees for  unused  portions  of  available  credit,  and (iii)
pre-payment  fees in the event of the Company's  termination of such floor plans
prior to their stated maturity dates in January,  2003. The borrowing agreements
also include  restrictive loan agreements  containing various loan covenants and
borrowing restrictions, including minimum financial ratios (governing net worth,
current assets,  debt to worth  percentages and cash flow coverage  requirements
based upon  interest  expense and monthly  principal  and  interest  payments on
debts).  The payment of dividends or repurchases  of the Company's  common stock
are also substantially limited. "See Subsequent Event".

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

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

Effective,  January 16, 2001,  the Company  amended and  restated its  borrowing
agreements  with TDF and DFS to  provide  for the  waiver  and  modification  of
certain ratio levels for each quarterly  period through and including  September
30,  2001.  The amended  borrowing  agreements,  which  mature in January  2003,
continue  to  provide  for a total  of $110  million  in  inventory  floor  plan
financing and working capital borrowings.  Interest on the borrowing  agreements
ranges from the lender's prime rate minus 0.25% to LIBOR plus 3.0%.

Effective  with the company's  financial  results for the period ended March 31,
2001, the Company was in violation of several financial ratio covenants with TDF
and  DFS.  The  Company  has  notified  DFS  and TDF of  non-compliance  and has
requested the waiver and re-establishment of ratio's with consideration  towards
the current  Company  performance  and the overall  weak  industry  and economic
environments.

The  Company  believes  that  it will be  able  to  re-establish  the  financial
covenants  which  will be  based  upon the  Company's  current  and  anticipated
performance as well as giving consideration to the current overall weak industry
and economic  environments.  However,  material  shortfalls  or  variances  from
anticipated  performance  could require the Company to seek further amendment to
the amended  borrowing  agreements or, in the event that  re-established  ratios
cannot be  negotiated  with  lenders,  the Company  will have to seek  alternate
sources of financing. Management believes the Company is currently in compliance
with all other terms and conditions of its borrowing agreements.

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

The Company's business,  as well as the sales demand for various types of boats,
tends to be highly  seasonal.  Strong sales  typically begin in January with the
onset of the public boat and recreation  shows,  and continue through July. Over
the previous three fiscal years,  the average annual net sales for the quarterly
periods  ended  March  31 and  June 30  represented  approximately  25% and 40%,
respectively,  of the Company's annual net sales. With regard to net income, the
Company  historically  generates  profits  in three of its fiscal  quarters  and


                                       9

<PAGE>

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

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

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

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

Other than  statements  of historical  fact,  all  statements  contained in this
Report  on  Form  10-Q,  including   statements  in  "Item  1.  Business",   and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations",  are forward-looking  statements as that term is defined in Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934 that involve a number of uncertainties.  The actual results
of the future events described in the forward-looking  statements in this Report
on Form 10-Q could differ  materially from those stated in such  forward-looking
statements.  Among  the  factors  that  could  cause  actual  results  to differ
materially  are:  general  economic   conditions,   competition  and  government
regulations,  as well as the risks and uncertainties discussed in this Report on
Form 10-Q, including without limitation, the matters discussed in "Risk Factors"
and the  uncertainties set forth from time to time in the Company's other public
reports,  filings and public statements,  including the Company's Report on Form
10-K  for  the  Fiscal  Year  ended  September  30,  2000.  All  forward-looking
statements in this Report on Form 10-Q are expressly qualified in their entirety
by the cautionary statements in this paragraph.

Other Business Matter - Bankruptcy and Subsequent Sale of Significant Supplier
------------------------------------------------------------------------------

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

On February 9, 2001, a federal  bankruptcy judge approved the sale of OMC's main
assets to Bombardier,  Inc. and Genmar Holdings,  Inc. Under the deal,  Canadian
based Bombardier purchased OMC's Johnson and Evinrude outboard engine brands and
Minneapolis based Genmar purchased OMC's boat lines.  Travis Boats currently has
business  relationships with both Bombardier and with Genmar to purchase certain
types and  brands of marine  watercraft.  However,  subsequent  to  Bombardier's
purchase of OMC, the Company and  Bombardier  have not entered into any material
agreements governing the purchase of outboard engines. Consequently, the Company
has  primarily  limited  OMC  related  purchases  from  Bombardier  to parts and
accessories for outboard engines.


                                       10


<PAGE>

The Company also maintains a contract with an  alternative  supplier of outboard
engines,  Brunswick Corporation,  covering the terms for the purchase of Mercury
outboard motors through the period ending June 30, 2001.  However, if it becomes
necessary  to secure  additional  alternative  sources  of  outboard  engines at
similar  quality  and prices or if the  Company  were not to renew or extend its
agreement  beyond  the  upcoming  expiration,   we  could  experience  inventory
shortfalls,  which if severe enough could (i) cause  significant  disruptions or
delays in our sales,  and (ii) diminish retail pricing,  therefore,  harming our
financial condition.


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

Not applicable

Item 3.  Defaults Upon Senior Securities

The Company,  effective as of its March 31, 2001 operating  results,  was out of
compliance  with two (2) ratio  covenants  and a  miscellaneous  covenant of its
Borrowing Agreements with Transamerica Distribution Finance ("TDF") and Deutsche
Financial Services ("DFS"):

                    - Interest  Coverage Ratio required Travis Boats to maintain
                    as of the last day of March 31,  2001 an  Interest  Coverage
                    Ratio of not less than 1.00 to 1.0.  Travis Boats'  Interest
                    Coverage  Ratio for the 12 months  ended  March 31, 2001 was
                    .90 to 1.0  and as  such  was  not in  compliance  with  the
                    Agreement.

                    - Fixed Charge  Coverage  Ratio  required  Travis  Boats' to
                    maintain as of the last day of March 31, 2001 a Fixed Charge
                    Coverage  Ratio of not less than 1.20 to 1.0.  Travis Boats'
                    Fixed  Charge  Coverage  Ratio for the 12 months ended March
                    31, 2001 was 1.10 to 1.0 and as such the  Company was not in
                    compliance with the Agreement

                    - Default Under Other Agreements.  The Borrowing  Agreements
                    are  cross-  defaulted,  thus lack of  compliance  under one
                    agreement   constitutes   lack  of  compliance   under  each
                    respective agreements.


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

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

The Company's  Annual  Meeting of  Stockholders  was held on March 28, 2001. The
following  nominees were re-elected to the Company's Board of Directors to serve
as Class "B"  directors  for a three year term  expiring in 2004, or until their
successors  are elected and  qualified,  or until their earlier  resignation  or
removal.

<TABLE>
<CAPTION>

Nominee                             Votes in Favor   Opposed         Abstain             Broker Non-Vote
-------                             --------------   -------         -------             ---------------
<S>                                    <C>             <C>           <C>
Ronnie L. Spradling                    3,744,988       ----          397,869
Steven W. Gurasich, Jr.                4,132,163       ----           10,694
Zach McClendon, Jr.                    4,133,663       ----            9,194

</TABLE>


The following  directors' terms of office continued after such Annual Meeting of
Stockholders: Mark T. Walton, Robert C. Siddons and Joe E. Simpson


                                       11
<PAGE>



Additionally, the following issue was voted upon by the Company stockholders: To
ratify Ernst & Young, LLP as the independent certified public accountants of the
Company for the fiscal year ending September 30, 2001.

<TABLE>
<CAPTION>

Votes in Favor                                 Opposed                 Abstained        Broker Non-Vote
--------------                                 -------                 ---------        ---------------
<S>                                             <C>                        <C>                <C>
4,141,172                                       1,625                      60                 ----
</TABLE>

There was no additional business conducted at the meeting.

Item 5.  Other Information

Not applicable

Item 6.  Exhibits and Reports on Form 8-K

               (a)    Exhibit
                      -------

                      None.

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

                      The Company has  not filed any reports on Form 8-K for the
                      quarter ended March 31, 2001.




                                   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 24, 2001       Travis Boats & Motors, Inc.


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




                                       12