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 December 31, 1998

                                        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 - 4,288,063 shares as of February 4, 1998. 

<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

   Item 1. Financial Statements

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

                                                            December 31, September 30,
                                                               1998         1998
                                                            ------------ -------------
                                                            (unaudited)
   <S>                                                        <C>          <C>
   ASSETS:
      Current assets:                                         
         Cash and cash equivalents                             $2,955       $4,618
         Accounts receivable                                    5,231        4,893
         Inventories                                           56,554       38,934
         Deferred tax asset                                       180          180
         Prepaid federal income taxes                           1,256          425
         Prepaid expenses and other                               976        1,045
                                                              -------      -------
            Total current assets                               67,152       50,095

      Property and equipment:
         Land                                                   3,516        3,516
         Buildings and improvements                             8,664        8,485
         Furniture, fixtures and equipment                      4,271        4,109
                                                              -------      -------
                                                               16,451       16,110
         Less accumulated depreciation                         (3,661)      (3,417)
                                                              -------      -------
                                                               12,790       12,693

      Deferred tax asset                                           96           96

      Intangibles and other assets :
         Goodwill and noncompete agreements, net                6,099        6,202
         Other assets                                              98           30
                                                              -------      -------
            Total assets                                      $86,235      $69,116
                                                              =======      =======


   LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
         Bank Overdraft                                       $            $              -
         Accounts payable                                       1,342        1,697
         Accrued liabilities                                    1,464        2,512
         Amounts due for purchase of business                       0        2,117
         Unearned revenue                                       1,134        1,272
         Current portion of notes payable and other
          short-term obligations                               48,593       26,105
                                                              -------      -------
            Total current liabilities                          52,533       33,703

      Notes payable, less current portion                       4,844        4,980

      Stockholders' equity
         Common Stock, $.01 par value, 50,000,000 authorized,
           4,285,063 and 4,287,063 issued and outstanding at
           December 31, 1998 and September 30, 1998,
           respectively                                            43           43
         Paid-in capital                                       13,840       13,816
         Retained earnings                                     14,975       16,574
                                                              -------      -------
            Total stockholders' equity                         28,858       30,433
                                                              -------      -------
            Total liabilities and stockholders' equity        $86,235      $69,116
                                                              =======      =======
</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 stores open)

                                                      Three months ended
                                                         December 31,

                                                       1998         1997
                                                     ----------------------
<S>                                                  <C>          <C>
Net sales...........................................   $12,097      $10,142
Cost of goods sold..................................     9,156        7,531
                                                      --------     --------
Gross profit........................................     2,941        2,611

Selling, general and administrative.................     4,505        3,694
Depreciation and amortization.......................       415          333
                                                      --------     --------
                                                         4,920        4,027

Operating
Loss................................................    (1,979)      (1,416)
Interest expense....................................      (555)        (461)
Other Income........................................         8           13
                                                      --------     --------
                                            
Loss before income taxes............................    (2,526)      (1,864)
Income tax benefit..................................      (926)        (708)
                                                      --------     --------

Net Loss............................................   ($1,600)     ($1,156)
                                                      ========     ========
Basic and Diluted Loss Per Share....................    ($0.37)      ($0.27)

Weighted avg. basic and dilutive
 common shares outstanding.......................... 4,285,579    4,224,867

Stores open at end of period........................        24           21
                                                     =========    =========

             See notes to unaudited condensed consolidated financial statements
</TABLE> 

<PAGE>

<TABLE>
<CAPTION>

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

                                                                 Three months ended
                                                                    December 31,

                                                                 1998         1997
                                                               -----------------------
     <S>                                                        <C>          <C>
     Operating activities:                                      
     Net Loss                                                   ($1,600)     ($1,156)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
        Depreciation and amortization.........................      415          333
        Changes in operating assets and liabilities
           Accounts Receivable................................     (338)         637
           Prepaid Expenses...................................       69          (81)
           Inventories........................................  (17,620)     (15,202)
           Other Assets.......................................      (68)         (89)
           Accounts Payable...................................     (355)      (1,362)
           Accrued Liabilities................................   (1,048)         (21)
           Income Tax Benefit.................................     (831)        (424)
           Unearned Revenue...................................     (138)         783
                                                                -------      -------
        Net Cash used in operating activities.................  (21,514)     (16,582)

        Investing Activities:
        Purchase of businesses................................   (2,185)      (2,987)
        Purchase of property and equipment....................     (341)        (356)

                                                                -------      -------
        Net cash used in investing activities                    (2,526)      (3,343)

        Financing activities:
        Net increase in notes payable and other short term obl   22,353       19,975
        Sale of common stock                                         24            0

                                                                -------      -------
        Net cash provided by financing activities.............   22,377       19,975
        Change in cash and cash equivalents...................   (1,663)          50
        Cash and cash equivalents, beginning of period........    4,618        5,816

        Cash and cash equivalents, end of period..............   $2,955       $5,866
                                                                =======      =======

</TABLE>
         See notes to unaudited condensed consolidated financial statements

<PAGE>

                               DECEMBER  31, 1998

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 December 31, 1998; and the interim results of 
operations and cash flows for the three month periods ended December 31, 
1998 and 1997.  The condensed consolidated balance sheet at September 
30, 1998,  presented herein, has been prepared from the audited 
consolidated financial statements of the Company for the fiscal year 
then ended.

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

The results of operations for the three month period ended December 31, 
1998 are not necessarily indicative of the results to be expected for 
the full  fiscal year.

NOTE 2 - NET INCOME 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 quarters ended December 31, 1998 and 1997, 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 
earnings per share:



                                Three Months Ended       Three Months Ended
                                December 31, 1998        December 31, 1997

Numerator:
        Net loss                $(1,600,000)             $(1,156,000)
                                ___________________________________________
Denominator:
	Denominator for basic 	
        Earnings per share -
        Weighted avg. shares      4,285,579                4,224,867

Effect of dilutive securities:
        Employee stock options     -------                  ------- 
                                ___________________________________________

Dilutive potential common shares   -------                  -------       

Denominator for diluted earnings
        Per share - adjusted 
        Weighted average shares   4,285,579                4,224,867
	And assumed conversions 
                                ___________________________________________

Basic loss per share               $(0.37)                   $(0.27)
                                ___________________________________________

Diluted loss per share             $(0.37)                   $(0.27) 
                                ___________________________________________

NOTE 3 - ACQUISITIONS

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

<TABLE>
<CAPTION>
                                                       Non-compete
                                                       Agreements 
                    Date of     Purchase    Tangible     and            Cash   Liabilities   Notes   Stock
Name of Company   Acquisition    Price     Net Assets   Goodwill        Paid     Assumed    Issued   Issued
-----------------------------------------------------------------------------------------------------------
                                      (In Thousands)

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


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

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

</TABLE>


Effective January 1, 1999, the Company acquired certain assets of Amlin, 
Inc. dba Magic Marine, which operated store locations in Orlando, 
Clearwater and St. Petersburg, Florida.  This acquisition included boat, 
motor and trailer inventory, as well as parts and accessories inventory 
and certain fixed assets of the seller.  The approximate purchase price 
of $7.4 million was paid through the assumption of approximately $6.4 
million in short term debt related to inventories acquired, cash and the 
issuance of common stock.

Effective January 1, 1999, the Company acquired certain assets of 
Sportsman's Haven, Inc., Sportsman's Haven II, Inc. and Sportsman's 
Haven IV, Inc. (the 'Sportsman's Haven Entities'), which operated store 
locations in Little Rock and Pine Bluff, Arkansas.  This acquisition 
included boat, motor and trailer inventory, as well as parts and 
accessories inventory and certain fixed assets/real estate of the 
seller.  The approximate purchase price of $2.9 million was paid through 
the assumption of approximately $1.9 million in short term debt related 
to inventories acquired, cash and the issuance of common stock. 

Effective January 1, 1999, the Company opened a new start-up location in 
Ft. Walton Beach, Florida.  The new store location will result in the 
Company operating two stores in Ft. Walton Beach with each store 
focusing on different boating lines.
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS.

General

Travis Boats & Motors, Inc. (''Travis Boats'' or the ''Company'') is a 
leading multi-state superstore retailer of recreational boats, motors, 
trailers and related marine accessories in the southern United States. 
The Company, which currently operates 30 stores (24 stores as of 
December 31, 1998) under the name Travis Boating Center in Texas, 
Arkansas, Louisiana, Alabama, Tennessee, Mississippi, Florida, Georgia 
and Oklahoma seeks to differentiate itself from competitors by providing 
customers a unique superstore shopping experience that showcases a broad 
selection of high quality boats, motors, trailers and related marine 
accessories at firm, clearly posted low prices. Each superstore also 
offers complete customer service and support, including in-house 
financing programs and full-service repair facilities staffed by 
factory-trained mechanics. 

	History 

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

	Since its founding as a single retail store in Austin, Texas, the 
Company has grown both through acquisitions and the establishment of new 
store locations. During the 1980's, the Company expanded into San 
Antonio, Texas with the construction of a new store facility. The 
Company subsequently made acquisitions of boat retailers operating 
within the Texas markets of Midland, Dallas and Abilene. It was during 
this initial period of expansion that the Company began developing the 
systems necessary to manage a multi-store operation and leveraging the 
economies of scale associated with volume purchasing. The Company's 
success in these areas led to the proprietary Travis Edition packaging 
concept and the Company's pricing philosophy. Since 1990, Travis Boats 
has opened or acquired 25 additional store locations in the following 
states: Texas (3), Arkansas (4), Louisiana (4), Alabama (2), Tennessee 
(3), Mississippi (1), Florida (6), Georgia (1) and Oklahoma (1) 

	As of the date of this Report on Form 10-Q, the Company operates 30 
store locations under the name Travis Boating Center through the opening 
or acquisition of six (6) locations in January of 1999.  The new stores 
include,  two in Arkansas (Little Rock and Pine Bluff) and four in 
Florida (Longwood, St. Petersburg, Clearwater, and Ft. Walton Beach).  

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

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

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


Results of Operations

Quarter Ended, December 31, 1998 Compared to the Quarter Ended, December 
31, 1997 

Net sales.  Net sales increased by 19.3% to $12.1 million in the first 
quarter of fiscal 1999 from $10.1 million in the first quarter of fiscal 
1998.  The primary components of the increase in net sales have been the 
result of  newly opened or acquired store locations in fiscal 1998 and 
positive comparable store sales.   Accordingly, of the increase in net 
sales, $1.4 million, or 70.0% was related to the store locations that 
were (i) newly opened or acquired in fiscal 1998, or (ii) those 
relocated or renovated to meet the Company's superstore standards during 
fiscal 1998.  The Company also benefited from growth in comparable store 
sales.  During the first quarter of fiscal year 1999, comparable store 
sales increased by 8.7%, or $0.6 million, (14 stores in base) versus a 
1.9% decrease in comparable store sales (11 stores in base) during the 
first quarter of fiscal 1998.  

Gross profit.   Gross profit increased by 12.6% to $2.9 million in the 
first quarter of fiscal 1999 from $2.6 million in the same quarter of 
fiscal 1998, while gross profit as a percent of net sales decreased to 
24.3% from 25.7% during the same periods.   Gross profit margins on 
boats, which the Company seeks to maintain consistent across its Travis 
Edition product line,  remained flat quarter to quarter.   The decrease 
in total gross profit as a percent of net sales was primarily related to 
three areas:  (1)  The fiscal 1999 quarter had a sales transaction of 
approximately $300,000 in bulk oil to a wholesale customer.  As a 
wholesale transaction, the sale of the bulk oil was below the Company's 
standard retail profit margins thereby causing a disproportionate sales 
mix impact in the December quarter.  The Company does not to expect to 
have other wholesale transactions during fiscal 1999 which would 
materially effect total gross profit margins; (2) service revenues, as a 
percentage of net sales, declined in the quarter ended December 31, 
1999.  Management believes that unseasonably warm weather resulted in 
customers deferring normal 'off season' maintenance or winterization of 
their boats; (3) Finance and Insurance revenue, which has also has a 
major impact on gross profit, declined to 10.9%  from 14.1%, as a 
percentage of net sales, in the quarter ended December 31, 1998 and 
1997, respectively.   Management believes the decline was attributable 
to a planned shift in the off-season months of October through December 
to replace and realign certain of its store location's F&I managers.  
The adjustments made during this period allow for training prior to the 
main selling season which typically begins in January of each year.    

Net sales attributable to F&I Products contributed $322,000, or 10.9%, 
of total gross profit in the first quarter of fiscal 1999, compared to 
$368,000, or 14.1%, of total gross profit for the first quarter of the 
prior fiscal year.  The costs associated with the sale of F&I Products 
are included in selling, general and administrative expenses. 

Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 22.0% to $4.5 million in first 
quarter of fiscal 1999 from $3.7 million for the first quarter of fiscal 
1998. Selling, general and administrative expenses as a percent of net 
sales increased to 37.2% in the first quarter of fiscal 1999 from 36.4% 
for the first quarter of fiscal 1998.  This increase as a percent of net 
sales was primarily the result of start-up and travel costs associated 
with operating a larger store base, and increased promotion and 
advertising associated with an expanded regional market presence. 

Depreciation and amortization expenses, as a percent of net sales, 
increased in the first quarter of fiscal 1999, to 3.4% from 3.3% in the 
same quarter of the prior fiscal year.  The increase was primarily a 
result of the amortization costs of the acquisitions which occurred in 
fiscal 1998, and higher depreciation costs on leasehold or building 
improvements associated with the conversion of certain existing stores 
to superstore standards.
 
Interest expense.  Interest expense increased by 20.4% to $555,000 in 
the first quarter of fiscal 1999 from $461,000 in the first quarter of 
fiscal 1998.  The increase was primarily the result of the additional 
debt incurred in the acquisitions occurring during fiscal 1998, as well 
as higher balances on the Company's floor plan and revolving bank lines 
necessary to support inventory requirements for the larger store 
network.  Through increased sales and improved short term interest rates 
tied to the Prime and LIBOR lending rates, interest expense as a percent 
of net sales remained constant at 4.6% in the first quarter of fiscal 
1999 when compared to the same quarter of the prior fiscal year.  See 
"Liquidity and Capital Resources", "Seasonality".

Net loss.   The Company experienced a net loss of $1.6 million for the 
first quarter of fiscal 1999.  This represents an increase of 38.4% from 
the net loss of $1.2 million in the first quarter of fiscal 1998.  The 
net loss as a percentage of net sales was 13.2% and 11.4% for the first 
quarter of fiscal 1999 and 1998, respectively.  While the Company 
continued to benefit from increased sales, the reduction in gross profit 
and increase in selling, general and administrative expenses resulted in 
the increase in net loss as a percentage of sales.  The Company expects 
to continue to experience higher levels of net losses in the first 
fiscal quarter based upon the seasonality of the recreational boating 
industry in the states in which it operates. See "Liquidity and Capital 
Resources", "Seasonality".

Liquidity and Capital Resources 

The Company's short-term cash needs are primarily for working capital to 
support operations, including inventory requirements, off-season 
liquidity and store expansion. These short-term cash needs have 
historically been financed with cash from operations and borrowings 
under the Company's credit facilities. At December 31, 1998, the Company 
had working capital of $14.6 million, centered in $56.6 million in 
inventories, offset by $46.6 million in short-term revolving/floorplan 
credit lines outstanding.  As of December 31, 1998, the aggregate 
maximum borrowing limits under floor plan and revolving lines of credit 
were approximately $112.0 million, of which the Company was eligible to 
borrow approximately $50.0 million pursuant to the Company's borrowing 
formula.

Operating activities used cash of $21.5 million for the first three 
months of fiscal 1999 due primarily to the net increases of $17.6 
million in inventories and the reported seasonal net loss. The first 
quarter historically represents the off selling season for the Company 
(see "Seasonality"). Inventory growth traditionally builds during the 
first quarter in preparation for the selling season which begins with 
boat and recreation shows occurring in January and February in certain 
market areas in which the Company conducts business.  This inventory 
level generally falls to an annual low point during the fourth fiscal 
quarter.

The Company used net cash in investing activities of approximately $2.5 
million in the first three months of fiscal 1999. During the first three 
months of fiscal 1999, the Company funded $2.1 million for the 
acquisition of Rodgers Marine, a division of Rodgers Cadillac, Inc.  The 
Company also continued to renovate stores to superstore standards and 
updated certain facilities with its standard superstore trade dress 
awnings and neon.  

Financing activities for the three months ended, December 31, 1998 
provided $22.4 million of cash flows primarily from the net proceeds of 
borrowings under the Company's credit facilities.  The Company has a 
$55.0 million revolving line of credit agented by NationsBank of Texas, 
N.A.  The line provides for borrowing pursuant to a borrowing formula 
based upon the certain of the Company's inventory and accounts 
receivable. Collateral consists of a security interest in specific 
inventories (and proceeds thereof), accounts receivable and contracts in 
transit. The line has a maturity on October 31, 1999 and pricing is at 
the Company's election of  the prime rate minus 1.00% or on a LIBOR 
based price structure.  There is  a fee on the unused portion assessed 
quarterly. A comprehensive loan agreement governs the line of credit. 
The agreement contains financial covenants regulating debt service 
coverages, tangible net worth, operating leverage and restrictions on 
dividends or distributions. As of December 31, 1998, $29.5 million was 
drawn on the revolving line and the Company could borrow an additional 
$25.5 million, of which approximately $3.2 million was immediately 
available for borrowing based upon the revolving line's borrowing 
formula.  As the Company purchases inventory, the amount purchased 
increases the borrowing base availability and typically the Company 
makes a determination to borrow depending upon anticipated working 
capital requirements.   Management believes the Company to be in 
compliance with the terms and conditions of this loan agreement.

The Company also maintains floor plan lines of credit with various 
finance companies providing approximately $57.0 million in credit 
limits.  These floor plan lines generally have no stated maturity and 
utilize subsidies from manufacturers to provide for certain interest 
free periods each calendar year (usually August through May). Certain of 
these floor plan lines of credit with finance companies are governed by 
loan agreements containing various financial covenants concerning, among 
others, ratios governing tangible net worth and leverage. As of December 
31, 1998, approximately $17.1 million was outstanding under these floor 
plan lines and management believes the Company was in compliance with 
the terms and conditions of these loan agreements. 

Merchandise inventories were $56.6 million and $38.9 million as of 
December 31, 1998 and September 30, 1998, respectively. 

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

Seasonality

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

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

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

Disclosure of YEAR 2000 Issues and Consequences

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

Based on recent  system  evaluations,  surveys,  and  on-site  
inventories,  the Company determined that it will be required to modify 
or replace minimal portions of its software and certain  hardware so 
that those systems will properly utilize dates beyond December 31, 1999.  
As part of a previously planned company-wide upgrade to its accounting 
systems initiated in March of 1998, the Company is presently replacing 
its integrated accounting and point-of-sale management information 
system ('MIS').  The new MIS system is currently operating in seven (7) 
store locations and the Company is planning to install the system in 
approximately 8 new store locations by the end of calendar 1999 and in 
substantially each of the new store locations acquired in fiscal 1999.  
The new MIS system was selected in part due to its ability to allow the 
Company increased efficiencies in its efforts to further centralize full 
financial and accounting operations.  The new MIS system is a Y2K 
compliant system. The Company's existing integrated accounting and point 
of sale system currently is not Y2K compliant.  The system's owner, Bell 
& Howell, Inc. has notified the Company that the system is expected to 
have a Y2K compliant version by the end of the first quarter of calendar 
1999. Having the existing software Y2K compliant before year 2000 
greatly reduces any risk of delays in implementation of the new system.  
However, in the event the Bell & Howell system is not Y2K compliant by 
the second quarter of 1999, the Company has determined that an immediate 
evaluation by the Company's management and the Board of Directors will 
be required to determine if the Company should accelerate its planned 
implementation of the new MIS system.  If acceleration of implementation 
of the new MIS system occurs, the Company believes it would experience a 
cost of approximately $200,000 in additional travel, training, 
consulting, personnel and other costs.  If the Company discontinued use 
of its existing system it would also be required to expense all 
unamortized system costs.

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

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

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

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

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

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

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

The Company currently has assigned two (2) management level employees  
to further identify risks and to develop contingency plans in the event 
the Company does not complete all phases of the Y2K program. The Company 
plans to evaluate the status of completion in April 1999 and determine 
whether formal implementation of such contingency  plans are necessary.


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

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

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

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



                               SIGNATURES

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

Date: February 4, 1999                       Travis Boats & Motors, Inc.


							   
                         By:_/s/ Michael B. Perrine_____

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