UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                                Amendment No. 1

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED  JANUARY  31, 2000 OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _____________

                           COMMISSION FILE NO. 0-21451

            BOWLIN Outdoor Advertising & Travel Centers Incorporated
              (Name of the registrant as specified in its charter)

            NEVADA                                      85-0113644
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
 of incorporation or organization)


   150 LOUISIANA NE, ALBUQUERQUE, NM                       87108
(Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code: 505-266-5985

      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

    Title of each class                Name of each exchange on which registered
Common Stock, $.001 Par Value                            AMEX
-----------------------------          -----------------------------------------

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                                      NONE
      --------------------------------------------------------------------
                                (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 the  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 by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K is not contained in herein, and will not be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K___

The  aggregate  market value of the voting and  non-voting  common stock held by
non-affiliates of the registrant at April 18, 2000 was $9,609,303.

The number of shares of Common Stock,  $.001 par value,  outstanding as of April
18, 2000: 4,384,848

Part III of the  Company's  Form 10-K for fiscal year ended  January 31, 2000 is
hereby amended as follows:


<PAGE>
                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth  information  regarding  the  officers and
directors of the Company.  A summary of the background and experience of each of
these individuals is set forth after the table.

<TABLE>
<S>
          <C>                         <C>                       <C>

        Name                          Age                          Position
        ----                          ---                          --------
Michael L. Bowlin (1)(2)               57           Chairman of the Board, President and Chief
                                                    Executive Officer
C. Christopher Bess                    53           Executive Vice President, Chief Operating
                                                    Officer and Director
William J. McCabe                      49           Senior Vice President, Management
                                                    Information Systems and Assistant Secretary
Cynthia K. Biggers                     44           Vice President, Travel Center Operations
Johnny Riley                           47           Vice President, Travel Center Operations
Nina J. Pratz                          48           Senior Vice President, Chief Financial
                                                    Officer, Treasurer, Secretary and Director
Michael Mons                           45           Senior Vice President Bowlin Advertising
                                                    Services
Robert L. Beckett (1)                  74           Director
Harold Van Tongeren (2)                76           Director
Jack Ayers (2)                         61           Director
James A. Clark (1)                     69           Director

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

(1) Member of Audit Committee
(2) Member of Compensation Committee

</TABLE>


     Michael L. Bowlin. Mr. Bowlin has served as Chairman of the Board and Chief
Executive  Officer of the Company  since 1991 and as President  since 1983.  Mr.
Bowlin has been  employed by the  Company  since  1968.  Mr.  Bowlin is the past
Chairman of the Board for the Outdoor Advertising Association of America and has
served on the Board of Directors in various  capacities  for twenty  years.  Mr.
Bowlin  also  serves as  President  and a member of the  Board of  Directors  of
Stuckey's  Incorporated,  a restaurant and specialty store franchisor (including
specialty  stores  located at four of the Company's  travel  centers);  however,
substantially all of Mr. Bowlin's  professional time is devoted to his duties at
the Company.  Mr.  Bowlin holds a Bachelor's  degree in Business  Administration
from Arizona State University.

     C.  Christopher  Bess. Mr. Bess has served as the Company's  Executive Vice
President  and Chief  Operating  Officer  since  1983.  Mr. Bess has served as a
member of the Company's Board of Directors since 1974.  During his 26 years with
the Company,  Mr. Bess has also served in such  capacities as Internal  Auditor,
Merchandiser for Travel Center Operations,  Travel Center Operations Manager and
as Development  Manager.  Mr. Bess is a certified public  accountant and holds a
Bachelor's degree in Business Administration from the University of New Mexico.

     William J.  McCabe.  Mr.  McCabe has served as the  Company's  Senior  Vice
President, Management  Information Systems since 1997 and as Assistant Secretary
since 1996.  Mr. McCabe  served as a member of the Board of Directors  from 1983
until August 1996.  Prior to 1997,  Mr. McCabe served as Senior Vice President -
Advertising  Services from 1993, Vice President of Outdoor  Operations from 1988
and as Vice  President  of  Accounting  from 1984 to 1987.  Mr.  McCabe has been
employed  by  BOWLIN  since  1976  in  such  additional  capacities  as a  Staff
accountant  and  Controller.  Mr.  McCabe holds a Bachelor's  degree in Business
Administration from New Mexico State University.

                                       1
<PAGE>

     Cynthia K. Biggers.  Ms. Biggers has served as the Vice President of Travel
Center Operations since April of 1998. From August 1, 1995 to March 31, 1998 she
served as Assistant to the Senior Vice  President of Travel  Center  Operations.
Ms.  Biggers  previously  worked  for the  State of New  Mexico as the Drug Free
Coordinator  for over two  years.  She holds a  Bachelor's  Degree  in  Business
Administration from the University of New Mexico.

     Johnny Riley.  Mr. Riley has served as the Vice  President of Travel Center
Operations  since April of 1998.  From  February 1995 to March 1998 he served as
the Company's  Human  Resources  Director.  He continued  oversight of the Human
Resources Department until January 1999. Mr. Riley is a retired military officer
and holds a Bachelor's  Degree from Texas Tech  University and a Master's Degree
in Organizational Management from Golden Gate University.

     Nina J. Pratz.  Ms. Pratz has served as the Company's Senior Vice President
Chief Financial Officer since 1997 and Treasurer/Secretary  since 1977. Prior to
1997, Ms. Pratz served as Chief Administrative  Officer since 1988. In addition,
Ms. Pratz has served as a member of the Company's Board of Directors since 1976.
Ms. Pratz holds a Bachelor's degree in Business  Administration  from New Mexico
State University.

     Michael Mons.  Mr. Mons has served as the Company's  Senior Vice  President
for  Advertising  Services since  December of 1997.  Prior to December 1997, Mr.
Mons served as Sales Manager for the outdoor  division for three years. Mr. Mons
has over  eleven  years  experience  in all  facets of the  outdoor  advertising
industry  with  emphasis in directing  the start up and growth phases of outdoor
plants. Mr. Mons holds a Bachelor's degree in Business  Administration  from the
University of Arizona.

     Robert  L.  Beckett.  Mr.  Beckett  has  served as a member of the Board of
Directors of the Company since 1974.  Mr.  Beckett has also been President and a
Director of The Cooper  Agency,  Inc., a consumer loan  company,  since 1964. In
addition  to serving  as a Director  and  executive  officer of various  private
entities,  Mr.  Beckett  formerly  served  as Mayor of the City of  Deming,  New
Mexico.

     Harold Van  Tongeren.  Mr. Van Tongeren has served as a member of the Board
of  Directors  of the Company  since 1988.  Mr. Van  Tongeren has also served as
Chairman of the Board of  Directors  and  President  of Herk and  Associates,  a
representative  of  domestic  gift  and  jewelry  wholesalers,  since  1952.  In
addition,  Mr. Van  Tongeren  serves as a key contact to the  Company  regarding
potential acquisition  opportunities in the travel and tourism industry. Mr. Van
Tongeren attended Hope College and Dennison University.

     Jack Ayers.  Mr.  Ayers has served as a member of the Board of Directors of
the Company since 1999. Mr. Ayers is the former president of the Whiteco Outdoor
Advertising  division of Whiteco Industries,  Inc. After thirty-eight years with
Whiteco,  Mr. Ayers  retired in March 1999.  Mr. Ayers  currently is  consulting
within the outdoor  advertising  industry.  In  addition,  Mr.  Ayers  serves as
Chairman of the Board of Directors of DMA Marketing and also serves on the Board
of  Directors  of  Whiteco-Qingyu,   Whiteco  Industries  outdoor  operation  in
Shanghai,  China. Mr. Ayers holds a Bachelor's degree in Business Administration
from the Kelley School of Business at Indiana University.

     James A. Clark.  Mr. Clark has served as a member of the Board of Directors
of the  Company  since  December  1996.  Mr.  Clark is  currently  retired  from
full-time employment.  Mr. Clark served as President and Chief Executive Officer
of First  Interstate Bank of Albuquerque  from 1985 to 1991.  Prior to 1991, Mr.
Clark served in several  capacities at various  banking and  financial  services
entities for over 25 years. Mr. Clark holds a Certificate of Graduation from the
Stonier Graduate School of Banking at Rutgers University.


ITEM 11. EXECUTIVE COMPENSATION

     The following  table  summarizes all  compensation  to the Company's  Chief
Executive  Officer  and Chief  Operating  Officer for  services  rendered to the
Company  during the fiscal  years ended  January 31,  2000,  1999 and 1998.  The
Company  has no other  executive  officer  whose total  annual  salary and bonus
exceeded $100,000.

                                       2
<PAGE>

<TABLE>
<S>
              <C>                   <C>         <C>         <C>            <C>            <C>              <C>

                                            Summary Compensation Table

                                                                                         Long Term
                                                                                       Compensation
                                                                                      ----------------
                                                       Annual Compensation                 Awards
                                             ---------------------------------------- ----------------
                                                                            Other        Securities
                                                                           Annual       Underlying       All Other
                                    Fiscal       Salary      Bonus      Compensation     Options/      Compensation
                                     Year       ($) (1)       ($)           ($)           SARs (#)          ($)
     Name and Principal Position
     ----------------------------- --------- -------------- ----------- ------------- ---------------- --------------

      Michael L. Bowlin             2000        195,000         --       17,779 (2)          --              --
        Chairman of the Board,      1999        144,700         --       14,458 (2)          --              --
          President & CEO           1998        136,000         --       14,535 (2)          --              --


      C. Christopher Bess           2000        145,000         --        4,143 (3)          --              --
        Executive Vice President,   1999         95,000         --        3,754 (3)          --              --
          COO & Director            1998         90,000         --        4,967 (3)          --              --

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

</TABLE>


(1)  Includes  amounts  deferred  at the  election  of  the  CEO  and  COO to be
     contributed to his 401(k) Profit Sharing Plan account.

(2)  Amount for 2000 includes (i) $1,950 of the Company's discretionary matching
     contributions allocated to Mr. Bowlin's 401(k) Profit Sharing Plan account;
     (ii)  $11,506 for  premiums  on term life,  auto and  disability  insurance
     policies of which Mr. Bowlin or his wife is the owner; and (iii) $4,323 for
     Mr.  Bowlin's use of a Company owned vehicle.  Amount for 1999 includes (i)
     $1,775 of the Company's  discretionary matching contributions  allocated to
     Mr. Bowlin's 401(k) Profit Sharing Plan account;  (ii) $11,449 for premiums
     on term life, auto and disability insurance policies of which Mr. Bowlin or
     his wife is the owner;  and (iii) $1,234 for Mr.  Bowlin's use of a Company
     owned  vehicle.  Amount  for 1998  includes  (i)  $2,901  of the  Company's
     discretionary  matching  contributions  allocated  to Mr.  Bowlin's  401(k)
     Profit Sharing Plan account;  (ii) $10,426 for premiums on term life,  auto
     and  disability  insurance  policies of which Mr. Bowlin or his wife is the
     owner;  and (iii) $1,208 for Mr.  Bowlin's use of a Company owned  vehicle.

(3)  Amount for 2000 includes (i) $1,700 of the Company's discretionary matching
     contributions  allocated to Mr. Bess' 401(k)  Profit  Sharing Plan account;
     and (ii) $2,443 for premiums on term life,  auto and  disability  insurance
     policies  of which  Mr.  Bess or his  wife is the  owner.  Amount  for 1999
     includes (i) $1,775 of the Company's  discretionary  matching contributions
     allocated to Mr. Bess' 401(k) Profit Sharing Plan account;  and (ii) $1,979
     for premiums on term life, auto and disability  insurance policies of which
     Mr. Bess or his wife is the owner.  Amount for 1998  includes (i) $2,888 of
     the Company's  discretionary matching contributions  allocated to Mr. Bess'
     401(k) Profit  Sharing Plan  account;  and (ii) $2,079 for premiums on term
     life, auto and disability  insurance policies of which Mr. Bess or his wife
     is the owner.

COMPENSATION OF DIRECTORS

     Directors  who are not  employees  of the Company  are  entitled to receive
$1,000 per each meeting of the Board of  Directors,  or any  committee  thereof,
attended plus  reimbursement of reasonable  expenses.  On December 2, 1999 stock
options, which vested immediately, to acquire 6,000 shares of common stock were,
issued to the members of the Board of  Directors.  Directors  do not receive any
other compensation for such services.

EMPLOYMENT CONTRACTS

     On August 23, 1996, the Board of Directors approved  employment  agreements
with  Michael L. Bowlin for  services as  Chairman of the Board,  President  and
Chief Executive  Officer and with C.  Christopher Bess for services as Executive
Vice  President  and  Chief  Operating  Officer  (Messrs.  Bowlin  and  Bess are

                                       3
<PAGE>

sometimes  collectively referred to herein as the "Employee").  These agreements
provide for base annual salaries,  effective as of February 1, 1997, for Messrs.
Bowlin  and Bess of  $195,000  and  $145,000,  respectively,  subject  to annual
increases at the discretion of the Board of Directors, but at least equal to the
corresponding increase in the Consumer Price Index. In addition, the Employee is
entitled  to receive  bonuses at the  discretion  of the Board of  Directors  in
accordance with the Company's bonus plans in effect from time to time.

     There were no stock option granted to the named  executive  officers of the
Company during the fiscal year ended January 31, 2000.

     The  following  table sets forth  information  regarding  of stock  options
exercised  during the fiscal year ended  January 31, 2000 by Mr.  Bowlin and Mr.
Bess and the fiscal year-end value of the unexercised options held by Mr. Bowlin
and Mr. Bess.

<TABLE>
<S>

        <C>                <C>          <C>                 <C>          <C>             <C>             <C>

                         AGGREGATED OPTION EXERCISED IN LAST FISCAL YEAR AND YEAR END VALUES

                         Shares             Value          Number of Unexercised           Value of Unexercised
                        Acquired        Realized Upon             Options                      In-the-Money
        Name         on Exercise (#)     Exercise ($)      at Fiscal Year End (#)      Options at Fiscal Year End ($)
        ----         ---------------    -------------     -----------------------      ------------------------------
                                                        Exercisable    Unexercisable    Exercisable    Unexercisable
                                                        -----------    -------------    -----------    -------------
Michael L. Bowlin          -0-             -0-             50,000           -0-            $ -0-           $ -0-

C. Christopher Bess        -0-             -0-             40,000           -0-            $ -0-           $ -0-

---------------------
</TABLE>



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth  certain  information  as of May 18, 2000,
concerning the beneficial  ownership of shares of Common Stock of the Company by
(i) all persons  known by the Company to be the  beneficial  owners of more than
five percent of the outstanding  shares of Common Stock;  (ii) each Director and
Director-Nominee  of the Company;  (iii) the executive  officers of the Company;
and (iv) all Directors and executive officers of the Company as a group.

<TABLE>
<S>

          <C>                                                <C>                      <C>
                                          AMOUNT AND NATURE OF BENEFICIAL
NAME OF BENEFICIAL OWNER (1)                     OWNERSHIP (2)(8)                PERCENT OF CLASS (3)
----------------------------              -------------------------------        --------------------

Michael L. Bowlin (4)                               1,687,613                          38.5%

C. Christopher Bess (5)                               488,623                          11.1%

Nina J. Pratz                                         156,802                           3.6%

William J. McCabe                                     101,590                           2.3%

Michael Mons                                           30,330                             *

Cynthia K. Biggers                                      9,000                             *

Johnny Riley                                           15,100                             *


                                       4
<PAGE>

Robert J. Beckett                                     135,646                           3.1%

Harold Van Tongeren (6)                                56,099                           1.3%

James A. Clark                                         37,000                             *

Jack Ayers                                              9,000                             *

Monica A. Bowlin (7)                                1,687,613                          38.5%

The Francis W. McClure and Evelyn
Hope McClure Revocable Trust                          391,695                           8.9%

Wellington Management Company, LLP                    228,000                           5.2%

All directors and executive officers
as a group (10 persons) (4)(5)(6)(7)                2,726,803                          62.2%

------------------------------------------------
*Less than 1.0%

</TABLE>

(1)  All of the holders have an address at c/o the Company,  150  Louisiana  NE,
     Albuquerque, NM, 87108.

(2)  Unless  otherwise  noted and  subject to  community  property  laws,  where
     applicable,  the  persons  named in the table  above  have sole  voting and
     investment  power  with  respect  to all  shares of  Common  Stock as shown
     beneficially owned by them.

(3)  The  shares  and  percentages  shown  include  the  shares of Common  Stock
     actually owned as of May 18, 2000, and the shares of Common Stock which the
     person had the right to acquire  beneficial  ownership within sixty days of
     such date  pursuant to options.  All shares of Common Stock the  identified
     person had the right to acquire  within sixty days of May 18, 2000 upon the
     exercise of options are deemed outstanding when computing the percentage of
     the securities  owned by such person,  but are not deemed to be outstanding
     when computing the percentage of securities owned by any other person.

(4)  Includes  425,687 shares held by Mr.  Bowlin's wife and 171,332 shares held
     by each of three daughters. Mr. Bowlin disclaims beneficial ownership of an
     aggregate  of  513,996  of such  shares,  which  are  held by  three of his
     daughters.

(5)  Includes 48,006 shares held by Mr. Bess' wife and 26,623 shares held by Mr.
     Bess' minor daughter.

(6)  All of such 56,099  shares are held by Mr. Van  Tongeren  jointly  with his
     wife.

(7)  Includes  747,930 shares held by Mrs.  Bowlin's  husband and 171,332 shares
     held by each of her  three  daughters.  Mrs.  Bowlin  disclaims  beneficial
     ownership  of an  aggregate  of 513,996 of such  shares,  which are held by
     three of her daughters.

(8)  Includes,  as to the persons  listed,  options  currently  exerciseable  as
     follows:  Mr. Bowlin 50,000;  Mr. Bess 40,000; Ms. Pratz 40,000; Mr. McCabe
     40,000;  Mr. Mons 30,000;  Ms.  Biggers  9,000;  Mr. Riley 15,000;  Messrs.
     Beckett, Van Tongeren, Clark and Ayers 12,000 each.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Michael L. Bowlin is the  President and Chairman of the Board of, and a 25%
stockholder in, Stuckey's Corporation ("Stuckey's"), a franchiser of restaurants
and  specialty  stores,  including  specialty  stores  located  at  four  of the
Company's  travel centers.  In fiscal year 2000,  aggregate  franchise and other
related fees paid by the Company to Stuckey's equaled approximately $34,029. The
Company  did not  have  any  other  transactions  during  fiscal  2000  with any
director,  director  nominee,  executive officer or security holder known to the
Company to own of record or beneficially more than five percent of the Company's
Common  Stock,  or any member of the  immediate  family of any of the  foregoing
persons, in which the amount involved exceeded $60,000.


                                       5

<PAGE>