<PAGE>

                       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, 1997

                                       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 - 4,253,471 shares as of February 13, 1998. 

<PAGE>

Item 1. Financial Statements

<PAGE>

<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,
                                                              1997         1997
                                                           (unaudited)
                                                             -------      -------
   <S>                                                       <C>          <C>
   ASSETS:
      Current assets:
         Cash and cash equivalents                            $5,866       $5,816
         Accounts receivable                                   3,278        3,915
         Inventories                                          51,037       34,450
         Prepaid expenses and other                              625          544
                                                             -------      -------
            Total current assets                              60,806       44,725

      Property and equipment:
         Land                                                  1,991        1,991
         Buildings and improvements                            6,569        6,366
         Furniture, fixtures and equipment                     3,421        3,162
                                                             -------      -------
                                                              11,981       11,519
         Less accumulated depreciation                        (2,976)      (2,750)
                                                             -------      -------

                                                               9,005        8,769
      Intangibles and other assets :
         Goodwill and noncompete agreements, net               5,549        5,376
         Other assets                                            340          251
                                                             -------      -------
            Total assets                                     $75,700      $59,121
                                                             =======      =======

   LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
         Accounts payable                                       $905       $2,238
         Accrued liabilities                                   3,180        4,631
         Income taxes payable                                    657        1,081
         Unearned revenue                                      1,305          522
         Current portion of notes payable and other           
               short-term obligations                         41,950       21,447
                                                             -------      -------
            Total current liabilities                         47,997       29,919

      Notes payable, less current portion                      4,801        5,145

      Stockholders' equity
         Common Stock, $.01 par value, 50,000,000 authorized
               4,224,867 issued and outstanding at 
               September 30,1997 and December 31, 1997            42           42
         Paid-in capital                                      13,004       13,004
         Retained earnings                                     9,856       11,011
                                                             -------      -------
            Total stockholders' equity                        22,902       24,057
                                                             -------      -------
            Total liabilities and stockholders' equity       $75,700      $59,121
                                                             =======      =======
</TABLE>

        See notes to unaudited condensed consolidated financial statements

<PAGE>

<TABLE>
<CAPTION>

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

                                                       Three months ended
                                                          December 31,

                                                       1997         1996

     <S>                                             <C>          <C>
     Net sales......................................  $10,142       $5,451
     Cost of goods sold.............................    7,531        4,110
                                                     ----------   ----------

     Gross profit...................................    2,611        1,341

     Selling, general and administrative............    3,694        2,140
     Depreciation and amortization..................      333          184
                                                     ----------   ----------
                                                        4,027        2,324

     Operating income/(loss)........................   (1,416)        (983)
     Interest expense...............................     (461)        (214)
     Other income/(loss)............................       13           (3)
                                                     ----------   ----------

     Loss before income taxes.......................   (1,864)      (1,200)
     Income tax benefit.............................     (708)        (456)
                                                     ----------   ----------

     Net Income/(Loss)..............................  ($1,156)       ($744)
                                                     ==========   ==========

     Basic Earnings/(Loss) Per Share................   ($0.27)      ($0.18)
     Diluted Earnings/(Loss) Per Share..............   ($0.27)      ($0.18)

     Weighted avg common shares outstanding......... 4,224,867    4,136,506
     Weighted avg dilutive common shares outstanding 4,224,867    4,136,506

     Stores open at end of period...................        21           15
                                                     ==========   ==========
</TABLE>
        See notes to unaudited condensed consolidated financial statements
<PAGE>

<TABLE>
<CAPTION>

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

                                                                 Three months ended
                                                                    December 31,

                                                                 1997         1996
                                                                --------     --------
     <S>                                                        <C>          <C>
     Operating activities:
     Net Loss                                                   ($1,156)       ($744)
     Adjustments to reconcile net loss to net cash used in
       operating activities:
        Depreciation and amortization.........................      333          184
        Changes in operating assets and liabilities
           Decrease in accounts receivable....................      637          398
           (Increase) in prepaid expenses.....................      (81)        (125)
           (Increase) in inventories..........................  (15,202)      (9,938)
           (Increase) in other assets.........................      (89)          (5)
           (Decrease)/Increase in accounts payable............   (1,362)           7
           (Decrease) in accrued liabilities..................      (21)        (433)
           (Decrease) in income taxes payable.................     (424)        (417)
           Increase/(Decrease) in unearned revenue............      783         (166)
                                                                --------     --------
        Net cash used in operating activities.................  (16,582)     (11,239)

        Investing Activities:
        Purchase of businesses................................   (2,987)      (3,428)
        Purchase of property and equipment....................     (356)        (170)
                                                                --------     --------
        Net cash used in investing activities                    (3,343)      (3,598)

        Financing activities:
        Net increase in notes payable and other short term
             obligations                                         19,975       16,973
                                                                --------     --------
        Net cash provided by financing activities.............   19,975       16,973
        Increase in cash and cash equivalents.................       50        2,136
        Cash and cash equivalents, beginning of period........    5,816        1,533
                                                                --------     --------
        Cash and cash equivalents, end of period..............   $5,866       $3,669
                                                                ========     ========
</TABLE>

            See notes to unaudited condensed consolidated financial statements

<PAGE>

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                             DECEMBER  31, 1997


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, 1997; and the interim results of 
operations and cash flows for the three month periods ended December 31, 
1997 and 1996.  The condensed consolidated balance sheet at September 
30, 1997,  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, 1997.  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, 
1997 included in the Company's annual report on Form 10-K..

The results of operations for the three month period ended December 31, 
1997 are not necessarily indicative of the results to be expected for 
the full 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, 1997 and 1996, 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, 1997        December 31, 1996


Numerator:
        Net loss                   $(1,156,000)                $(744,000)
                                 __________________________________________
Denominator:
	Denominator for basic 	
	Earnings per share -
        Weighted avg. shares      4,224,867                    4,136,506

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

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

Denominator for diluted earnings
	Per share - adjusted 
        Weighted average shares  4,224,867                       4,136,506
	And assumed conversions 
                                 __________________________________________

Basic loss per share               $(0.27)                         $(0.18)
                                 __________________________________________

Diluted loss per share             $(0.27)                         $(0.18) 
                                 __________________________________________


NOTE 3 - YEAR 2000 ISSUES

The Year 2000 issue is the result of computer programs being written 
using two digits rather than four (for example, "97" for 1997) to define 
the applicable year.  Any of the Company's programs that have time-
sensitive software may recognize a date using "00" as the year 1900 
rather than the year 2000.  In some cases, the new date will cause 
computers to stop operating, while in other cases, incorrect output may 
result.  Since the Company is currently in the process of replacing and 
upgrading its computer hardware and software systems to year 2000 
compliance platforms, the Company believes that there is little business 
risk attributable to the Year 2000 issue.

NOTE 4 - ACQUISITIONS

Included in the new store acquisitions are the following transactions: 

On December 12, 1997, effective as of September 30, 1997, the Company 
consummated the acquisition of Adventure Marine, a retail boating 
organization with store locations in Fort Walton Beach, Florida and Key 
Largo, Florida, through the acquisition of 100% of the common stock of 
three companies, Adventure Marine & Outdoors, Inc., Adventure Boat 
Brokerage, Inc. and Adventure Marine South, Inc. (collectively the three 
companies are referred to as "Adventure Marine").  The total 
consideration for Adventure Marine consisted of $729,643 in cash, 
$115,000 in notes payable to the sellers, the assumption of $5,535,861 
in liabilities and $1,477,392 paid via the issuance of  88,361 shares of 
common stock of the Company.  An additional $700,000 in cash was paid to 
a principal of Adventure Marine in exchange for an agreement not to 
compete.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Adventure Marine 
have been included in the consolidated financial statements from the 
date of acquisition. The purchase price ($3,022,035), related 
acquisition costs ($145,000) and liabilities assumed ($5,058,826) have 
been allocated to the tangible net assets acquired ($5,535,861) based on 
their respective fair values at the date of acquisition. The resulting 
excess purchase price ($2,690,000) was allocated to  noncompete 
agreements and 
to goodwill.

Prior to the acquisition, the shareholders of Adventure Marine consisted 
of three persons, John Reinhold, Paul ("Joey") Roberts, and Frederic 
Pace, none of whom had any relationship to the Company, its affiliates, 
any officers or directors of the Company or any associate of any 
officers or directors of the Company.   

The purchase of the Adventure Marine was funded through internally 
generated working capital and borrowings under the Company's floor plan 
and revolving lines of credit.  

Effective November 20, 1997, the Company acquired certain assets of 
Southeastern Marine Group, Inc. ("Southeastern"). This acquisition 
included boat, motor and trailer inventory, as well as parts and 
accessories inventory of the sellers. The purchase price was $1,741,292 
of which $184,000 was financed by the issuance of notes payable to the 
sellers. 

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of  Southeastern have 
been included in the consolidated financial statements from the date of 
acquisition. The purchase price ($1,741,292) has been allocated to the 
tangible net assets acquired ($1,489,887) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($280,000) was allocated to  noncompete agreements and goodwill.	


Effective December 15, 1997, the Company acquired certain assets of 
Worthen Marine Sales and Service, Inc. ("Worthen"). This acquisition 
included boat, motor and trailer inventory, as well as parts and 
accessories inventory of the seller. The purchase price of $286,666 was 
paid in cash. 

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of  Worthen have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($286,666) has been allocated to the 
tangible net assets acquired ($141,666) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($145,000) was allocated to noncompete agreements and goodwill.


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 21 stores under the name Travis 
Boating Center in Texas, Arkansas, Louisiana, Alabama, Tennessee, 
Mississippi, Florida and Georgia, differentiates 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. 

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 16 additional store locations in the following 
states: Texas (3), Arkansas (2), Louisiana (3), Alabama (2), Tennessee 
(2), Mississippi (1), Florida (2) and Georgia (1).
 

The Company sells approximately 50 different 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 1997, substantially all of the 
boats sold range in size from 16 to 23 feet at prices ranging from 
$7,500 to $23,000 with gross profit margins between approximately 21% 
and 23%. Approximately 4.5% of new boat sales are personal watercraft 
with retail 
prices generally ranging from $5,000 to $10,000 and approximately 3.2% 
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 custom designs and pre-packages combinations of popular 
brand-name boats, such as Larson, Sprint, Pro-Line and Sea Ark boats 
with Johnson outboard and other motors, 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 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-
$23,000 with approximate even distribution within this price range. As 
the Company continues to operate in Florida and enters other coastal 
type markets along the Gulf of Mexico or the Atlantic coast, management 
believes that the distribution of off-shore fishing boats and cabin 
cruisers will increase as a percentage of net sales.  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, 1997 Compared to the Quarter Ended, December 
31, 1996 

Net sales.   Net sales increased by 86.1% to $10.1 million in the first 
quarter of fiscal 1998 from $5.5 million in the first quarter of fiscal 
1997.  The increase in net sales during the first quarter of fiscal 1998 
was attributable to the sales results of the seven store locations 
acquired in fiscal 1997 (six of which are not yet includable in the 
comparable store base) and the two store locations acquired thus far in 
fiscal 1998. 

Comparable store sales (eleven stores in the base) during the quarter 
ended December 31, 1997, declined by approximately 1.9%.  For the same 
quarterly period of fiscal 1997, comparable store sales (eight stores in 
the base) increased by 14.4%. Historically, the Company's first fiscal 
quarter is the weakest quarter in terms of sales demand.  The quarter 
typically accounts for less than 10% of the Company's annual sales 
volume.   Comparable store sales were impacted by the historically low 
sales volume in the first quarter and the difficult comparison to the 
comparable store sales growth in the first quarter of the prior fiscal 
year.  The Company's planned acquisition strategy and subsequent 
renovation of stores to superstore standards is expected to continue to 
negatively impact the number of stores includable in comparable store 
base calculations in relationship to the total number of store locations 
operated.  As such, comparable store performance is expected to remain 
unstable until higher percentages of the Company's stores are includable 
in comparable store calculations.

Gross profit.   Gross profit increased by 94.7% to $2.6 million in the 
first quarter of fiscal 1998 from $1.3 million in the same quarter of 
fiscal 1997, while gross profit as a percent of sales increased to 25.7% 
from 24.6% during the same periods. The increase in gross profit as a 
percent of sales was primarily related to enhanced revenues attributable 
to traditionally higher gross profit sales categories such as:  Finance 
and Insurance (F&I) income, over the counter sales of parts & 
accessories and service labor, as well as an overall favorable mix of 
new and used boats sold. 

Net sales attributable to F&I Products, which have a significant impact 
on the gross profit margin, contributed $368,000, or 14.1%, of total 
gross profit in the first quarter of fiscal 1998, as compared to 
$174,000 or 12.9%, of 
total gross profit for the first quarter of the prior fiscal year.  Net 
sales attributable to F&I Products are reported on a net basis, 
therefore, all of such sales contribute directly to the Company's gross 
profit. The costs associated with the sale of F&I Products are included 
in selling, general and administrative expenses. 

Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 72.6% to $3.7 million in first 
quarter of fiscal 1998 from $2.1 million for the first quarter of fiscal 
1997. Selling, general and administrative expenses as a percent of net 
sales decreased to 36.4% in the first quarter of fiscal 1998 from 39.3% 
for the first quarter of fiscal 1997.  The decrease in selling, general 
and administrative expenses as a percent of net sales was the result of 
the economies of operating a larger store base with an expanded regional 
market presence, particularly in terms of wage/salary expense. 

Depreciation and amortization expenses, as a percent of net sales, 
decreased in the first quarter of fiscal 1998, to 3.3% from 3.4% in the 
same quarter of the prior fiscal year.  These expenses have not declined 
at the same rate as the selling, general and administrative expenses 
primarily as a result of the amortization costs of the acquisitions 
which occurred in fiscal 1997 and thus far in fiscal 1998, and through 
the capitalization of costs such as leasehold or building improvements 
associated with the conversion of certain existing stores to superstore 
standards.
 
Interest expense.  Interest expense increased by 115.4% to $461,000 in 
the first quarter of fiscal 1998 from $214,000 in the first quarter of 
fiscal 1997.  This resulted in an increase in interest expense as a 
percent of net sales to 4.6% in the first quarter of fiscal 1998 from 
3.9% in the same quarter of the prior fiscal year.  The increase was 
primarily the result of the additional debt incurred in the acquisitions 
occuring during fiscal fiscal 1998 and 1997 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.   See 
"Liquidity and Capital Resources", "Seasonality".

Net Income.   The Company experienced a net loss of $1.2 million for the 
first quarter of fiscal 1998.  This represents an increase of 55.4% from 
the net loss of $744,000 in the first quarter of fiscal 1997.  The net 
loss as a percentage of net sales was 11.4% and 13.7% for the first 
quarter of fiscal 1998 and 1997, respectively.  The reduction in net 
loss as a percent of net sales was the result of the Company generating 
higher net sales levels while attaining higher gross profit margins and 
containing selling, general and administrative expenses.  However, while 
the net loss as a percent of sales improved, 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. 
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, 1997, the Company 
had working capital of $12.8 million, centered in $51.0 million in 
inventories, offset by $40.9 million in short-term revolving/floorplan 
credit lines outstanding.  As of December 31, 1997, the aggregate 
maximum borrowing limits under floor plan and revolving lines of credit 
were approximately $85.0 million, of which the Company was eligible to 
borrow approximately $55.0 million pursuant to the Company's borrowing 
formula.

Operating activities utilized cash flows of $16.6 million for the first 
three months of fiscal 1998 due primarily to the net increases of $15.2 
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 $3.3 
million in the first three months of fiscal 1998. During the first three 
months of fiscal 1998, the Company acquired substantially all of the 
assets of Southeastern Marine Group, Inc. (net cash used of $1.6 
million) and funded $1.4 million due on the September 30, 1997 
acquisitions of Adventure Marine and Outdoor, Inc., Adventure Marine 
South, Inc. and Adventure Boat Brokerage, 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, 1997 
provided $20.0 million of cash inflows primarily from the net proceeds 
of advances under the Company's revolving and floorplan lines of credit.  
These advances  were used to fund the increase in inventories, certain 
acquisition related and other capital expenditures.  Effective October 
31, 1997, the Company increased its revolving line of credit agented by 
NationsBank of Texas, N.A. from $15.0 million to $55.0 million.  This 
line provides for borrowing pursuant to a borrowing formula based upon 
certain of the Company's inventory and account receivables. Collateral 
consists of a security interest in specific inventories (and proceeds 
thereof), accounts receivable and contracts in transit. This line is 
renewable on October 31, 1999.  Pricing is at the prime rate minus 
 .375%, with a fee of .125% on the unfunded portion to be assessed 
quarterly. A comprehensive loan agreement governs the line of credit. 
The loan agreement contains financial covenants regulating debt service 
coverages, tangible net worth, operating leverage and restrictions on 
dividends or distributions. As of December 31, 1997, $20.3 million was 
drawn on the revolving line and 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 $30.0 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, 1997, approximately $20.7 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 $51.0 million and $34.4 million as of 
December 31, 1997 and September 30, 1997, 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 1998. 

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. During fiscal years 1997 and 1996 collectively, 
the average annual net sales for the quarterly periods ended March 31 
and June 30 represented in excess of 27% 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 
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. 

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 Issued by Registrant

On December 12, 1997, effective as of September 30, 1997, the Company 
consummated the acquisition of Adventure Marine, a retail boating 
organization with store locations in Ft. Walton Beach, Florida and Key 
Largo, Florida, through the acquisition of 100% of the common stock of 
three companies, Adventure Marine & Outdoors, Inc., Adventure Boat 
Brokerage, Inc. and Adventure Marine South, Inc. (collectively the three 
companies are referred to as "Adventure Marine").  The total 
consideration for Adventure Marine consisted of cash and newly issued 
shares of Common Stock of the Company.  The Company issued an aggregate 
of 88,361 shares of its Common Stock, with a value of $1,477,392 to 
Frederic Pace and John Reinhold, who received 2,177 and 86,184 shares of 
Common Stock, respectively.

On December 31, 1997 the Company issued 3,604 shares of its Common Stock 
to Kevin T. Knight for services rendered to the Company.  The value of 
such services was approximately $54,000.

The securities were issued in reliance upon Section 4(2) of the 
Securities Act, as not involving any public offering.  Such securities 
are subject to restrictions on transfer and appropriate restrictive 
legends have been affixed to the certificates issued in each 
transaction.

Item 6.   Exhibits and reports on Form 8 - K
(a) Exhibits 
     None

(b) Reports on Form 8 - K
     No reports on Form 8 - K have been filed during the quarter for which
     this report is filed.  

<PAGE>
                             SIGNATURES

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

Date: February 13, 1998                    Travis Boats & Motors, Inc.


							   
                                      By:______________________________

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