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

                                    FORM 10-K

[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

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the  Registrant's  definitive  proxy statement  relating to the 2000
Annual Meeting of Stockholders are incorporated herein by reference.

<PAGE>


Forward-Looking Statements

     Certain   statements  in  this  Annual  Report  on  Form  10-K   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934,  as amended,  and should be read in  conjunction  with the
Consolidated Financial Statements of BOWLIN Outdoor Advertising & Travel Centers
Incorporated,   a  Nevada   Corporation   (the  "Company"  or  "BOWLIN").   Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that could cause the Company's actual results to differ materially
from those contained in these  forward-looking  statements,  including those set
forth under the heading "RISK FACTORS" under ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS  and the risks and
other factors  described  elsewhere.  The  cautionary  factors,  risks and other
factors presented should not be construed as exhaustive.  The Company assumes no
obligation to update these forward-looking statements to reflect actual results,
changes   in   assumptions   or  changes  in  other   factors   affecting   such
forward-looking statements.

                                     PART I

ITEM 1. BUSINESS

Company Overview

     The Company is a regional  leader in the  operation  of travel  centers and
outdoor advertising  displays dedicated to serving the traveling public in rural
and smaller  metropolitan areas of the Southwestern United States. The Company's
tradition of serving the public dates back to 1912, when the Company's  founder,
Claude M. Bowlin,  started  trading goods and services with Native  Americans in
New Mexico.  BOWLIN currently operates fifteen full-service travel centers along
interstate highways in Arizona and New Mexico. The Company advertises its travel
centers  through a network of over 350 outdoor  advertising  display faces.  The
Company's travel centers offer brand name food, gasoline and a variety of unique
Southwestern merchandise to the traveling public.

     In  addition  to its  travel  centers,  the  Company  operates  over  4,000
revenue-generating  outdoor  advertising display faces for third party customers
such as hotels and motels,  restaurants and consumer  product  companies.  These
display faces are strategically  situated primarily along interstate highways in
Arizona, New Mexico and Texas and, to a lesser extent, in Colorado, Oklahoma and
Arkansas.  The Company  provides a  comprehensive  range of outdoor  advertising
services to its clients, including customized design and production services.

Recent Developments

     The Company made two acquisitions of outdoor  advertising  assets in fiscal
year 2000.  Each of the  acquisitions  was accounted for as a purchase.  In each
case,  the purchase  price was allocated to the assets  acquired  based on their
estimated fair values and no goodwill was recorded.

     On March 1, 1999, the Company purchased the outdoor  advertising  assets of
GDM  Outdoor  Advertising  (GDM)  located in Tyler,  Texas for  $1,353,376.  The
Company  financed  $1,350,000 of the purchase  price with bank debt and paid the
remaining  $3,376  in cash.  GDM  owned and  operated  approximately  eighty-six
painted bulletin faces in central Texas.

     On April 30, 1999 the Company purchased the outdoor  advertising  assets of
Borderline Outdoor Advertising,  Inc. (Borderline) located in Bedford, Texas for
$162,575. The Company financed $150,000 of the purchase price with bank debt and
paid the remaining $12,575 in cash. Borderline owned and operated  approximately
nine painted bulletin faces in central Texas.



                                       2
<PAGE>


Industry Overview

     Travel Services Industry. The travel services industry in which the Company
competes  includes  convenience  stores that may or may not offer gasoline,  and
fast food and full-service  restaurants located along rural interstate highways.
The Company  believes that the current trend in the travel services  industry is
toward strategic  pairings at a single location of  complementary  products that
are  noncompetitive,  such as brand  name  gasoline  and  brand  name  fast food
restaurants.  This concept,  known as  "co-branding,"  has recently seen greater
acceptance by both  traditional  operators and larger petroleum  companies.  The
travel  services  industry  has also been  characterized  in recent  periods  by
consolidation or closure of smaller  operators.  The convenience  store industry
includes both traditional operators that focus primarily on the sale of food and
beverages but also offer gasoline, and large petroleum companies that offer food
and beverages primarily to attract gasoline customers.

     The  restaurant   segment  of  the  travel  services   industry  is  highly
competitive,  most  notably in the areas of  consistency  of  quality,  variety,
price,  location speed of service,  and  effectiveness  of marketing.  The major
chains  are   aggressively   increasing   market   penetration  by  opening  new
restaurants,  including  restaurants at "special  sites" such as retail centers,
travel centers and gasoline outlets. Smaller quick-service restaurant chains and
franchise operations are focusing on brand and image enhancement and co-branding
strategies.

     Outdoor Advertising Industry.  According to recent estimates by the Outdoor
Advertising Association of America ("OAAA"), outdoor advertising generated total
billboard revenues of approximately  $2.88 billion in 1999. Outdoor  advertising
offers repetitive impact and a relatively low  cost-per-thousand  impressions as
compared to broadcast  media,  newspapers,  magazines and direct mail marketing,
making it attractive to both local  businesses  targeting a specific  geographic
area or set of demographic characteristics and national advertisers seeking mass
market support. Because outdoor advertising reaches potential customers close to
the point-of-sale,  restaurants, motels, service stations and similar businesses
find outdoor  advertising  particularly  effective.  Repeated  viewing by people
traveling the same route on a daily basis makes outdoor  advertising  especially
suitable  for  companies  such as  banks,  insurance  companies  and soft  drink
manufacturers that sell their products by promoting a particular image.  Outdoor
advertising  services have recently expanded beyond billboards to include a wide
variety of out-of-home  advertising  media,  including  advertising  displays in
shopping centers, malls, airports, stadiums, movie theaters and supermarkets, as
well as on taxis, trains,  buses and subways.  Recent estimates published by the
OAAA report that total out-of-home  advertising revenues,  including traditional
billboard  advertising,  was  approximately  $4.8 billion in 1999,  representing
growth of 9.4% over 1998.

     The outdoor advertising  industry uses three standardized  display formats:
traditional  bulletin-style  painted  billboards (with a typical face size of 14
feet by 48 feet),  30-sheet  posters  (with a typical face size of 12 feet by 25
feet) and junior or 8-sheet  posters  (with a typical  face size of 6 feet by 12
feet).  The physical  advertising  structure  is generally  owned by the outdoor
advertising  company  and is built on  locations  either  owned or leased by the
operator  or on  which  it  has a  permanent  easement.  Traditionally,  outdoor
advertising  displays  are leased to  advertisers  on a unit basis.  Advertising
rates for outdoor advertising media are based on such factors as the size of the
advertising display,  visibility, cost of leasing,  construction and maintenance
and the  number  of  people  who have  the  opportunity  to see the  advertising
message.

     The outdoor  advertising  market is highly  fragmented  but is dominated in
large  designated  market  areas by a few  sizable  firms,  several of which are
subsidiaries  of  diversified  companies.  In  addition  to  the  large  outdoor
advertising firms, there are many smaller regional and local companies operating
a limited number of displays in a single or a few local markets.  There has been
a trend toward consolidation in the outdoor advertising industry in recent years
and the Company expects this trend to continue.


                                       3
<PAGE>

Business Strategy

     Travel  Services  Business  Strategy.  The Company  opened its first travel
center in 1953 and has since expanded to fifteen travel  centers.  The Company's
travel centers are strategically located along well-traveled interstate highways
in  Arizona  and  New  Mexico  where  there  are  generally  few  gas  stations,
convenience  stores or restaurants.  Most of the Company's  travel centers offer
food and  beverages,  ranging  from drinks and snack foods at some  locations to
full-service  restaurants at others.  The Company's  food service  operations at
seven  of  the  Company's   fifteen  travel  centers  operate  under  the  Dairy
Queen/Brazier  or Dairy Queen trade names.  Four of the Company's travel centers
operate  under the Stuckey's  brand name.  The  Stuckey's  specialty  stores are
family oriented shops that feature the Stuckey's line of pecan  confectioneries.
Stuckey's is well known among travelers as a place to shop for souvenirs, gifts,
and toys and travel games for children.

     The  Company's  travel  centers  offer brand name  gasoline  such as CITGO,
EXXON, Chevron, and Diamond Shamrock.  The Company is an authorized  distributor
of CITGO and EXXON petroleum products.  Two of the Company's locations are EXXON
stations  and eight of its  locations  are  CITGO  "superpumper"  stations.  The
Company  intends  to  continue  marketing  CITGO  and  EXXON  products  to other
retailers in Arizona and New Mexico.

     The Company's  billboard  advertising for its travel centers emphasizes the
wide range of unique  Southwestern  souvenirs and gifts  available at the travel
centers,  as well as the availability of gasoline and food.  Merchandise at each
of the  Company's  stores is offered at prices  intended to suit the budgets and
tastes  of  a  diverse  traveling   population.   The  merchandise  ranges  from
inexpensive  Southwestern  gifts and souvenirs to unique  hand-crafted  jewelry,
rugs, pottery,  kachina dolls and other gifts crafted especially for the Company
by several Native American tribes.

     Outdoor  Advertising  Business  Strategy.  The Company  operates over 4,000
revenue-generating  advertising display faces,  primarily in Arizona, New Mexico
and  Texas  and,  to a  lesser  extent,  in  Colorado,  Oklahoma  and  Arkansas.
Approximately 68% of these display faces are traditional  bulletin style and 32%
are assorted  poster styles.  The Company's  bulletin style displays are located
primarily on interstate  highways,  while the smaller poster sizes are typically
used in local settings by advertisers  who prefer to change the display  message
regularly.  The Company's outdoor advertising displays are strategically located
in rural and smaller  metropolitan  areas  throughout the  Southwest,  where the
dispersion of population,  outdoor  lifestyles and leading tourist  destinations
have created a strong dependence on highway travel.

     The Company began its outdoor advertising  operations in 1980 and has grown
into a regional leader in small to medium-sized outdoor advertising markets. The
Company offers its outdoor advertising  customers a complete full-service source
for  graphic  design and  painting  for the outdoor  billboards  operated by the
Company.  As a result,  the  Company  is able to attract  advertisers  that have
historically relied on other media in marketing their products and services. The
Company believes it is one of the largest outdoor advertising companies in rural
interstate markets in the Southwest.

Growth Strategy

     Travel  Centers.  The Company is committed to expanding  its travel  center
operations  through  internal   development.   The  Company  believes  that  the
co-branding  concept implemented at its travel centers has resulted in increased
revenues,  and the Company intends to pursue  opportunities to acquire rights to
additional  brand name products.  The Company  intends to continue to offer high
quality brand name food and products in a clean,  safe  environment  designed to
appeal to travelers on interstate highways. The Company also intends to continue
to increase sales at existing locations through ongoing renovation and upgrading
of  facilities,  including  gasoline sales by focusing on the marketing of CITGO
and EXXON gasoline brands through the Company's travel center outlets.


                                       4
<PAGE>

     Gasoline  Wholesaling.  The  Company  is  an  authorized  CITGO  and  EXXON
distributor.  CITGO and EXXON are among the top five petroleum  producers in the
United States. The CITGO distribution agreement allows the Company to streamline
its gasoline supply arrangements and take advantage of volume-driven  pricing by
consolidating  purchases  from CITGO.  The CITGO  distribution  agreement had an
initial  three-year  term that expired  September  30, 1998,  and  automatically
renewed for a three-year term through 2001. The EXXON distribution agreement has
a three-year  term that expires  July 14, 2001.  CITGO's and EXXON's  ability to
terminate  or refuse to renew the  agreement  with the Company is subject to the
occurrence of certain events set forth in the Petroleum Marketing Practices Act,
which  include  bankruptcy,  or  breach  of the  agreement  by the  Company,  or
termination  by  CITGO or EXXON of its  petroleum  marketing  activities  in the
Company's  distribution  area. The terms of the distribution  agreements require
the Company to purchase  certain minimum  quantities of gasoline during the term
of the agreement,  which includes  gasoline  purchased for sale at the Company's
travel centers.  Since the effective date of the CITGO  distribution  agreement,
the  Company's  purchases  of CITGO  products  have  substantially  exceeded the
required  minimum  quantities.  Since the effective date of the EXXON agreement,
the Company has met the minimum quantities.

     The Company  intends to continue to grow gasoline  sales by focusing on the
marketing  of the CITGO and EXXON  lines of  petroleum  products  as a wholesale
provider to other gasoline retailers in the Southwest.

     Outdoor Advertising.  The Company plans to increase its outdoor advertising
operations  through internal  development as well as  acquisitions.  The Company
increased  its  inventory  of  billboard  faces by 300 in fiscal 2000 and 951 in
fiscal year 1999. The Company  anticipates that it will be adding  approximately
200 new billboard faces per year to its operations through internal development,
subject to the  availability  of  necessary  working  capital and the  Company's
ability to comply with applicable regulations.

     In addition to internal development, the Company plans to continue to focus
on the  expansion  of its  outdoor  advertising  operations  through  aggressive
acquisitions  at prices that reflect  prudent cash flow  multiples.  The Company
routinely  engages  in  discussions  with  third  parties  regarding   potential
acquisitions.  Any such  acquisitions  would be subject to the  negotiation  and
execution  of  definitive   agreements,   appropriate  financing   arrangements,
performance of due diligence,  approval of the Company's Board of Directors, and
the satisfaction of other customary closing conditions, including the receipt of
third party consents.

     Consistent with its past practices, the Company intends to pursue expansion
into markets that are not included in the fifty largest designated market areas.
The Company  believes that expansion  along  interstate  highways and in smaller
metropolitan areas permits the Company to operate in areas where competition for
site  acquisitions  is less  intense,  purchase  prices are more  favorable  and
government regulations are generally less onerous.

     The Company's  advertising  customers consist largely of local and regional
advertisers,  resulting  in a  diverse  client  base and  limiting  reliance  on
national  advertising  clients. The following table sets forth the categories of
industries from which the Company  derived its outdoor  advertising net revenues
for the fiscal year ended January 31, 2000,  and the  respective  percentages of
such net revenues. The top three business categories accounted for approximately
65%  of  the  Company's  total  outdoor  advertising  net  revenues.  No  single
advertiser  accounted  for  more  than  3.0%  of  the  Company's  total  outdoor
advertising net revenues in such period.


                                       5
<PAGE>


                                Percentage of Net
                        Advertising Revenues by Category

                                       Hotels and Motels                  27%
                                             Restaurants                  21
                                  Travel & Entertainment                  17
                                Retail/Consumer Products                  11
                                              Government                   8
                                                Services                   5
                                              Automotive                   3
                                                 Alcohol                   *
                                                   Other                   8
                                                                         ----
                                                   TOTAL                 100%
                                                                         ====
                                            *Less than 1%

     The Company plans to expand its outdoor  advertising  operations  primarily
by:

          -  Continuing  to develop  the  Company's  presence  along  interstate
          highways in its existing markets throughout the Southwest.

          -  Increasing   revenues  from  existing  billboards  by  implementing
          programs that maximize advertising rates and occupancy levels.

          -  Expanding  its  operations   within  current  markets  through  new
          billboard construction.

          - Making strategic acquisitions of existing outdoor advertising assets
          of small to medium-sized  outdoor  advertising  operations in the less
          populated areas of the United States.

Business Operations

     Travel Center Operations.  The Company sells food, gasoline and merchandise
through its fifteen travel centers  located along two interstate  highways (I-10
and I-40) in  Arizona  and New  Mexico.  These are key  highways  for  travel to
numerous tourist and recreational  destinations as well as arteries for regional
traffic among major Southwestern cities. All of the Company's travel centers are
open every day of the year except Christmas.

     Each of the Company's travel centers  maintains a distinct,  theme-oriented
atmosphere. In addition to the Southwestern merchandise it purchases from Native
American tribes, the Company also imports some 650 items from Mexico,  including
handmade blankets,  earthen pottery and wood items.  Additional goods, novelties
and imprinted  merchandise are imported from several Pacific Rim countries.  The
Company has long-standing relationships with many of its vendors and suppliers.

     The Company sells food under the Dairy Queen and Dairy  Queen/Brazier brand
names and sells snacks and souvenir  merchandise under the Stuckey's brand name.
The terms of its agreements  with Stuckey's and Dairy Queen obligate the Company
to pay these  franchisers a franchise  royalty and in some instances a promotion
fee, each equal to a percentage of gross sales  revenues from products  sold, as
well as comply with certain provisions governing the operation of the franchised
stores.

     The Company continuously monitors and upgrades its travel center facilities
to  maintain a high  level of  comfort,  quality  and  appearance.  Improvements
include new awnings and facings, new signage and enhanced lighting,  furnishings
and parking lot improvements.


                                       6
<PAGE>

     Outdoor Advertising  Operations.  The outdoor advertising operations of the
Company include leasing of sites,  construction of display structures,  sales of
advertising  space and  production  and design of display  faces.  The Company's
leasing department  responsible for coordinating land leases with owners for the
right  to  construct  and  maintain  billboard  structures  on  the  landowner's
property. The leasing department also monitors the Company's compliance with all
government regulations regarding lease rights, construction and sales of outdoor
structures. The Company's construction department erects billboard structures on
sites acquired by the Company without a pre-existing structure, with the goal of
maximizing the amount of leaseable area on a particular site.

     The Company's sales department, through its account representatives,  sells
advertising  space to the Company's  clients from its inventory of approximately
4,000  display  faces.  The  account  representatives  work  with the  Company's
clients,  their advertising agencies and the Company's production  department to
provide  clients  with high  quality  design and artwork  for their  billboards.
Although the Company's consistent expansion of its outdoor advertising inventory
results  in an  advertising  occupancy  rate  of less  than  100%,  the  Company
generally has approximately 70% of its inventory under advertising agreements at
any time.

     The Company's production staff performs a full range of activities required
to create and install outdoor advertising. Production work includes creating the
advertising  copy design and layout,  painting  the design or  coordinating  its
printing, and installing the design displays.  Billboards have historically been
composed of several  painted  plywood  sheets,  but  recently  vinyl  facing has
replaced plywood in the majority of advertising  produced.  The increased use of
vinyl  and  pre-printed  advertising  copy  furnished  to  the  Company  by  the
advertiser or its agency results in less  labor-intensive  production  work. The
Company believes that this trend may reduce future operating expenses associated
with the Company's production activities.

Competition

     Travel Services  Competition.  The Company faces  competition at its travel
centers from  quick-service and full-service  restaurants,  convenience  stores,
gift shops and,  to some  extent,  from truck  stops  located  along  interstate
highways in Arizona and New Mexico.  Some of the travel centers that the Company
competes with are operated by large petroleum  companies,  while many others are
small  independently  owned operations that do not offer brand name food service
or  gasoline.  Giant  Industries,  Inc.,  a refiner and  marketer  of  petroleum
products,  operates  two travel  centers,  one in Arizona and one in New Mexico,
which are high volume diesel fueling and large truck repair facilities that also
include small shopping malls, full-service restaurants, convenience stores, fast
food restaurants and gift shops. The Company's principal  competition from truck
stops includes Love's Country Stores, Inc., Petro Corporation and Flying J. Many
convenience stores are operated by large, national chains that are substantially
larger,  better  capitalized  and have  greater name  recognition  and access to
greater  financial and other  resources  than the Company.  Although the Company
faces substantial competition,  the Company believes that few of its competitors
offer the same  breadth of products  and  services  dedicated  to the  traveling
public.

     Outdoor Advertising Competition. The Company competes in all of its markets
with other outdoor  advertisers as well as other media,  including broadcast and
cable television,  radio,  newspaper and direct mail marketers.  The Company has
little  competition  in its rural  markets from other outdoor  advertisers,  but
encounters direct  competition in its smaller  metropolitan  markets from larger
outdoor media companies,  including CBS/Infinity,  Lamar Advertising Company and
Donrey  Outdoor  Advertising,  each of which have large  national  networks  and
greater  resources than the Company.  The Company believes that by concentrating
on interstate and tourist oriented advertising in markets other than the largest
fifty designated  market areas it will be able to compete more  effectively.  As
the  Company  expands  geographically,   however,  it  may  encounter  increased
competition from other outdoor advertising firms, some of whom are substantially
larger and have greater name  recognition  and access to  substantially  greater
resources than the Company.



                                       7
<PAGE>

Employees

     As of January 31, 2000, the Company had approximately 196 full-time and 104
part-time employees;  48 were located in Arizona, 237 were located in New Mexico
and 15 were located in Texas.  None of the Company's  employees are covered by a
collective bargaining agreement and the Company believes that relations with its
employees are good.

Regulation

     Travel Centers. Each of the Company's food service operations is subject to
licensing and  regulation by a number of  governmental  authorities  relating to
health,  safety,  cleanliness  and food  handling.  The  Company's  food service
operations  are also subject to federal and state laws governing such matters as
working  conditions,  overtime,  tip  credits  and  minimum  wages.  The Company
believes that  operations at its fifteen  travel  centers comply in all material
respects with applicable licensing and regulatory requirements;  however, future
changes in existing regulations or the adoption of additional  regulations could
result in material increases in the Company's operating costs.

     Historically,  the  Company  has  incurred  ongoing  costs to  comply  with
federal, state and local environmental laws and regulations,  primarily relating
to underground  storage tanks. These costs include assessment,  compliance,  and
remediation costs, as well as certain ongoing capital  expenditures  relating to
the Company's gasoline dispensing operations.

     The Company's  travel center  operations are also subject to extensive laws
and regulations  governing the sale of alcohol and tobacco, and fireworks in its
New Mexico travel centers.  Such regulations include certain mandatory licensing
procedures  and  ongoing  compliance  measures,  as well as  special  sales  tax
measures.  These regulations are subject to change and future  modifications may
result in decreased  revenues or profit margins at the Company's  travel centers
as a result of such changes.

     Outdoor  Advertising.  The  outdoor  advertising  industry  is  subject  to
governmental  regulation at the federal,  state and local  levels.  Federal law,
principally   the  Highway   Beautification   Act  of  1965,   as  amended  (the
"Beautification  Act"),  encourages states, by the threat of withholding federal
appropriations  for the  construction  and  improvement of highways  within such
states, to implement  legislation to regulate billboards located within 660 feet
of, or visible from,  interstate  and primary  highways  except in commercial or
industrial  areas.  All of the states have  implemented  regulations at least as
restrictive  as  the  Beautification  Act,  including  some  prohibition  on the
construction  of new  billboards  adjacent  to  federally  aided  highways.  The
Beautification Act, and the various state statutes implementing it, requires the
payment of just compensation whenever  governmental  authorities require legally
erected and maintained billboards to be removed from federally-aided highways.

     The states and local  jurisdictions  have, in some cases, passed additional
and more restrictive regulations on the construction, repair, upgrading, height,
size, and location of, and, in some instances, content of advertising copy being
displayed on outdoor advertising structures adjacent to federally-aided highways
and  other  thoroughfares.  Such  regulations,  often in the  form of  municipal
building,  sign or zoning ordinances,  specify minimum standards for the height,
size  and  location  of  billboards.  In some  cases,  the  construction  of new
billboards   or  relocation  of  existing   billboards   is   prohibited.   Some
jurisdictions  also have  restricted the ability to enlarge or upgrade  existing
billboards,  such as converting  from wood to steel or from  non-illuminated  to
illuminated  structures.  From time to time  governmental  authorities order the
removal of billboards by the exercise of eminent  domain.  Thus far, the Company
has been  able to obtain  satisfactory  compensation  for any of its  structures
removed at the  direction  of  governmental  authorities,  although  there is no
assurance that it will be able to continue to do so in the future.



                                       8
<PAGE>

     Amortization  of  billboards  has also been  adopted  in  varying  forms in
certain  jurisdictions.  Amortization permits the billboard owner to operate its
billboard as a  non-conforming  use for a specified  period of time until it has
recouped its  investment,  after which it must remove or  otherwise  conform its
billboard to the applicable  regulations without any compensation.  Amortization
and other regulations  requiring the removal of billboards without  compensation
have been subject to vigorous  litigation in state and federal  courts and cases
have  reached  differing  conclusions  as  to  the  constitutionality  of  these
regulations.  To date,  amortization  and  other  regulations  in the  Company's
markets  have not  materially  adversely  affected  its  business  or results of
operations.

Trademarks

     The  Company  operates  its  travel  centers  under  a  number  of its  own
trademarks, as well as certain trademarks owned by third parties and licensed to
the Company, such as the Dairy Queen, Dairy Queen/Brazier,  Stuckey's, CITGO and
EXXON  trademarks.  The  Company  believes  that its  trademark  rights will not
materially limit competition with its travel centers.  The Company also believes
that  none of the  trademarks  it owns are  material  to the  Company's  overall
business;  however, the loss of one or more of the Company's licensed trademarks
could have an adverse effect on the Company.

ITEM 2. PROPERTIES

     As of January 31, 2000, the Company  operated  fifteen travel centers.  The
Company owns the real estate and improvements  where eight of its travel centers
are located.  The  properties at which three of the travel  centers owned by the
Company are operated are subject to mortgages.  Seven of the Company's  existing
travel are located on real estate that the  Company  leases from  various  third
parties.  These leases have terms  ranging  from five to forty  years,  assuming
exercise by the Company of all renewal options available under certain leases.

     As of January 31, 2000, the Company operated over 4,000 revenue  generating
outdoor display faces throughout the Southwest.  The Company  typically owns the
billboard and related assets and enters into operating leases with the owners of
the real property upon which the billboards are located.  These leases typically
have a term of 5 to 10 years and provide for minimum annual rents. As of January
31, 2000, the Company also owned and operated 55 and 295 non-revenue  generating
display  faces in Arizona and New Mexico,  respectively,  which are  exclusively
dedicated to the  advertisement of its fifteen travel centers.  Listed below are
the locations of the Company's  inventory of revenue generating display faces as
of January 31, 2000.

<TABLE>
<S>
          <C>                <C>                  <C>                 <C>               <C>
                          Billboards        30-sheet Posters     8-sheet Posters       Total
                          ----------        ----------------     ---------------       -----
       Arizona                133                --                   --                 133
       Arkansas                 6                --                   --                   6
       Colorado                12                --                   --                  12
       New Mexico           1,886               203                  720               2,809
       Oklahoma                 4                --                   --                   4
       Texas                  682               345                   27               1,054
                            -----               ---                  ---               -----
       TOTAL                2,723               548                  747               4,018
                            =====               ===                  ===               =====
</TABLE>

     The Company's  principal  executive  offices  occupy  approximately  20,000
square  feet of space  owned by the  Company in  Albuquerque,  New  Mexico.  The
Company's  principal  office  space is subject to a mortgage,  which  matures on
November 1, 2005, and the principal balance accrues interest at the bank's prime
rate (8.5% at January 31, 2000). The Company owns outdoor advertising production
plant and warehouse facilities consisting of approximately 10,000 square feet in
Albuquerque,  New  Mexico  and a central  warehouse  and  distribution  facility
occupying 27,000 square feet in Las Cruces,  New Mexico. The Las Cruces property
is subject to a mortgage  that matures on December 1, 2014 and accrues  interest
on the  unpaid  principal  balance  at a rate of 8.65% per  annum.  The  Company
believes that its  headquarters  and warehouse  facilities  are adequate for its
operations for the foreseeable future.


                                       9
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     The Company  from time to time is involved in  litigation  in the  ordinary
course of business,  including disputes involving  advertising  contracts,  site
leases, employment claims and construction matters. The Company is also involved
in routine  administrative and judicial proceedings regarding billboard permits,
fees and  compensation  for  condemnations.  The  Company  is not a party to any
lawsuit or proceeding  which, in the opinion of management,  is likely to have a
material adverse effect on the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company did not submit any matters to a vote of security holders in the
fourth quarter of fiscal 2000.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock is quoted on the American  Stock Exchange under
the symbol  "BWN." On April 18, 2000,  there were  approximately  449 holders of
record of the Company's  Common Stock.  The following  table sets forth the high
and low sales prices for the Company's  Common Stock for each quarter during the
past two fiscal years.

<TABLE>
<S>
     <C>                               <C>                                 <C>
Fiscal Year Ended
January 31, 1999                       High                                 Low
-----------------                      ----                                 ---

Fiscal Quarter Ended 4/30           $10.8750                            $ 4.7500
Fiscal Quarter Ended 7/31           $ 9.9375                            $ 7.5000
Fiscal Quarter Ended 10/31          $ 7.7500                            $ 3.5000
Fiscal Quarter Ended 1/31           $ 6.6250                            $ 4.7500


Fiscal Year Ended
January 31, 2000                       High                                 Low
-----------------                      ----                                 ---

Fiscal Quarter Ended 4/30           $ 7.0000                            $ 5.7500
Fiscal Quarter Ended 7/31           $ 7.2500                            $ 5.3750
Fiscal Quarter Ended 10/31          $ 5.7500                            $ 4.5000
Fiscal Quarter Ended 1/31           $ 5.8750                            $ 3.4375

</TABLE>







                                       10
<PAGE>



ITEM 6. SELECTED FINANCIAL DATA

     The selected  consolidated  financial data presented below are derived from
the audited consolidated  financial statements of the Company for the five years
ended January 31, 2000. The data  presented  below should be read in conjunction
with  the  audited  consolidated   financial   statements,   related  notes  and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations included herein.

<TABLE>
<S>
         <C>                                      <C>            <C>           <C>           <C>            <C>
                                                               YEARS ENDED JANUARY 31,
                                              ----------------------------------------------------------------------
                                                   2000           1999          1998          1997          1996
                                              ----------------------------------------------------------------------
STATEMENT OF INCOME DATA:
Net sales                                      $ 34,617,835  $ 30,294,751  $ 27,159,455  $ 24,847,931  $ 22,944,684

Cost of goods sold                              (22,350,258)  (18,848,146)  (17,531,203)  (16,340,375)  (15,002,736)
                                                ------------  ------------  ------------  ------------  ------------

    Gross profit                                 12,267,577    11,446,605     9,628,252     8,507,556     7,941,948

General and administrative expenses              (8,069,072)   (7,479,568)   (6,567,940)   (6,115,350)   (6,407,736)

Depreciation and amortization                    (2,525,571)   (1,895,035)   (1,149,694)     (779,571)     (856,608)

Other operating income                               30,661         7,345        89,732       379,228       489,653
                                                -----------   ------------  -------------  -----------  ------------
   Income from operations                         1,703,595     2,079,347     2,000,350     1,991,863     1,167,257

Interest expense                                 (1,934,395)   (1,108,263)     (722,117)     (677,746)     (611,590)

Other income (loss), net                            813,388       139,026       469,155       194,564        80,769
                                                -----------   ------------  -------------  -----------  ------------

   Income before income taxes                       582,588     1,110,110     1,747,388     1,508,681       636,436

Income taxes                                        244,500       437,500       678,200       603,472       252,817
                                                -----------   ------------  ------------  ------------  ------------
                                               $    338,088  $    672,610  $  1,069,188  $    905,209  $    383,619
                                                ============  ============  ============  ============  ============

Basic and diluted earnings per share           $       0.08  $       0.15  $       0.24  $       0.26   $      0.11
                                                ===========   ============  ============  ===========   ============


BALANCE SHEET DATA (at end of period)

Property & equipment                           $ 30,556,073  $ 26,424,741  $ 16,197,471  $  9,970,546  $  8,910,470
                                                ===========   ===========   ===========   ===========   ===========

Total assets                                   $ 40,780,870  $ 37,489,356  $ 25,859,316  $ 21,842,717  $ 13,597,846
                                                ===========   ===========   ===========   ===========   ===========
Long-term debt, including current
installments                                   $ 22,388,229  $ 20,252,124  $  8,902,915  $  6,694,592  $  6,577,432
                                                ===========   ===========   ===========   ===========   ===========
</TABLE>



















                                       11
<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Overview

     The following is a discussion of the consolidated  financial  condition and
results of  operations of the Company as of and for the three fiscal years ended
January  31,  2000.  This  discussion  should  be read in  conjunction  with the
Consolidated  Financial Statements of the Company and the related notes included
elsewhere in this Form 10-K. References to specific years refer to the Company's
fiscal year ending January 31 of such year.

     The Company  operates in two industry  segments,  outdoor  advertising  and
travel  centers.  The  Company  has  presented  selected  operating  data  which
separately sets forth the revenue, expenses and operating income attributable to
each  segment,  and also  separately  sets forth the  corporate  expenses of the
Company which  management does not allocate to either of the Company's  segments
for purposes of determining their respective operating income. The discussion of
results of operations which follows,  compares such selected  operating data and
corporate expense data for the periods presented.

     The  forward-looking  statements  included in  Management's  Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations,  which  reflect
management's best judgement based on factors currently known,  involve risks and
uncertainties.  Actual results could differ materially from those anticipated in
these forward-looking  statements as a result of a number of factors,  including
but not limited to, those discussed.

















                      Rest of page intentionally left blank







                                       12

<PAGE>



     The following table presents  certain income and expense items derived from
the Consolidated Statements of Income for the years ended January 31:
<TABLE>
<S>
                                                                <C>             <C>              <C>
                                                                             (in thousands)
                                                           ---------------------------------------------------
                                                                2000              1999              1998
                                                           ---------------------------------------------------
 Travel Centers
       Gross sales                                          $    27,243      $     23,803      $     22,584
       Discounts on sales                                           387               283               280
                                                            -----------       -----------       -----------
       Net sales                                                 26,856            23,520            22,304
       Cost of goods                                             18,660            15,802            15,042
                                                            -----------       -----------       -----------
                                                                  8,196             7,718             7,262
      General & administrative expenses                           6,402             5,937             5,307
      Depreciation and amortization                                 582               611               369
                                                            -----------       -----------       -----------
                Operating income                                  1,212             1,170             1,586


 Outdoor Advertising

      Gross sales                                                 7,762             6,775             4,856
      Direct operating expenses                                   3,690             3,046             2,489
                                                            -----------       -----------       -----------
                                                                  4,072             3,729             2,367
      General & administrative expenses                           1,102             1,056               781
      Depreciation and amortization                               1,807             1,178               660
                                                            -----------       -----------       -----------
      Operating income                                            1,163             1,495               926


 Corporate and Other
      General & administrative expenses                           (565)              (487)             (480)
      Depreciation and amortization                               (137)              (106)             (121)
      Interest expense                                          (1,934)            (1,108)             (722)
      Other income, net                                            844                146               558
                                                            -----------       -----------       -----------

          Income before income taxes                               583              1,110             1,747

          Income taxes
                                                                   245                437               678
                                                            ----------        -----------        ----------
          Net income                                        $      338        $       673        $    1,069
                                                            ===========       ===========        ==========

          EBITDA(1) - Travel Centers                        $    1,794        $     1,781        $    1,955
                                                            ==========        ===========        ==========
          EBITDA - Outdoor Advertising                      $    2,970        $     2,673        $    1,586
                                                            ==========        ===========        ==========
          EBITDA - Total Company                            $    4,199        $     3,967        $    3,061
                                                            ==========        ===========        ==========

          EBITDA margin - Travel Centers                          6.6%               7.5%              8.7%
                                                            ==========        ===========        ==========
          EBITDA margin - Outdoor Advertising                    38.3%              39.5%             32.7%
                                                            ==========        ===========        ==========
          EBITDA margin - Total Company                          12.0%              13.0%             11.2%
                                                            ==========        ===========        ==========
</TABLE>


          (1)  Earnings before  interest,  taxes,  depreciation and amortization
               (EBITDA) is defined as operating  income before  depreciation and
               amortization.  It represents a measure which management  believes
               is  customarily  used to evaluate the  financial  performance  of
               companies in the media industry. However, EBITDA is not a measure
               of financial  performance  under  generally  accepted  accounting
               principals  and  should  not  be  considered  an  alternative  to
               operating  income or net income as an indicator of the  Company's
               operating  performance  or to  net  cash  provided  by  operating
               activities as a measure of its liquidity.


                                       13
<PAGE>

Fiscal Year Ended January 31, 2000 (Fiscal  2000)  Compared to Fiscal Year Ended
January 31, 1999 (Fiscal 1999)

     Outdoor  Advertising.  Gross sales from the Company's  outdoor  advertising
increased 14.6% to $7.762 million for fiscal 2000, from $6.775 million in fiscal
1999. The increase was primarily  attributable to the continual  assimilation of
the Company's acquisitions, internal development and overall rate increases.

     Direct operating expenses related to outdoor  advertising consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production  expenses  and selling  expenses.  Production  expenses
include  salaries  for  operations  personnel  and real estate  representatives,
property  taxes and repairs and  maintenance of  advertising  displays.  Selling
expenses  consist  primarily of salaries and  commissions for  salespersons  and
travel related to sales.  Direct  operating  expenses  increased 21.1% to $3.690
million for fiscal 2000,  from $3.046  million for fiscal 1999.  The increase is
principally  due to  increases  in  sign  rent,  sign  repairs,  cost  of  paper
production,  permits and property taxes, and utilities, most of which are due to
the assimilation of direct operating costs associated with acquisitions.  Direct
operating  expenses as a percentage of gross revenues for fiscal 2000 was 47.5%,
compared to 45.0% for fiscal 1999.

     General and  administrative  expenses  for outdoor  advertising  consist of
salaries  and  wages  for  administrative  personnel,   insurance,  legal  fees,
association  dues and  subscriptions  and other indirect  expenses.  General and
administrative  expenses  increased  4.4% slightly to $1.102  million for fiscal
2000, from $1.056 for fiscal 1999.

     Depreciation  and amortization  expenses  increased 53.4% to $1.807 million
for fiscal 2000, from $1.178 million for fiscal 1999. The increase was primarily
attributable  to  scheduled   depreciation  of  advertising  display  structures
primarily  associated with  acquisitions as well as the amortization of goodwill
and non-compete covenants.

     The above  factors  contributed  to the  decrease  in  outdoor  advertising
operating  income of 22.2% to $1.163  million  for fiscal  2000,  as compared to
$1.495 million for fiscal 1999.

     EBITDA for outdoor advertising increased 11.1% to $2.970 million for fiscal
2000 from  $2.673  million  for  fiscal  1999.  The EBITDA  margin  for  outdoor
advertising  decreased  slightly to 38.3% for fiscal 2000,  as compared to 39.5%
for fiscal 1999.

     Travel Centers. Gross sales at the Company's travel centers increased 14.5%
to $27.243  million for fiscal 2000 from $23.803  million for fiscal 1999.  This
increase  is  primarily  attributable  to the new  travel  center  completed  in
February 1999 located  approximately  20 miles west of Albuquerque on Interstate
40. The new travel center  contributed  gross sales of $1.790 million for fiscal
year 2000.  Merchandise  sales increased 21.6% to $9.783 million for fiscal year
2000 from  $8.042  million  for  fiscal  year 1999,  with the new travel  center
contributing  $631,000 of merchandise  sales.  Gasoline sales increased 11.2% to
$13.035  million for fiscal year 2000 from $11.720  million for fiscal year 1999
with the new  travel  center  contributing  $1.159  million of  gasoline  sales.
Restaurant  sales  decreased  2.1% to $2.753 million for fiscal 2000 from $2.812
million for fiscal 1999.  Wholesale  gasoline  sales  increased  36.0% to $1.672
million for fiscal year 2000 as compared to $1.229 million for fiscal year 1999.
The increase is attributable to an additional wholesale location.

     Cost of goods  sold  for the  travel  centers  increased  18.1% to  $18.660
million for fiscal 2000 from $15.802  million for fiscal 1999.  This increase is
primarily a result of the new travel center which contributed  $1.395 million to
cost of  goods,  of which  $353,000  was  merchandise  and  $1.042  million  was
gasoline. The new travel center accounted for approximately one-half of the cost
of goods  increase for fiscal year 2000.  Cost of goods sold as a percentage  of
gross  revenues for fiscal year 2000 was 68.5% compared to 66.4% for fiscal year
1999.


                                       14
<PAGE>

     Gross profit for the travel  centers  increased  6.2% to $8.196 million for
fiscal year 2000 from $7.718 million for the fiscal year 1999.  Lower margins on
convenience  store  items as well as lower  gasoline  margins  and a decrease in
gasoline  sales  volume  measured in gallons as a result of  extraordinary  high
gasoline prices, negatively impacted gross profit.

     General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and  maintenance.  General and  administrative  expenses for the travel  centers
increased  7.8% to $6.402  million for fiscal year 2000,  from $5.937 for fiscal
year 1999.  The increase is primarily  due general and  administrative  expenses
attributable  to the new travel  center and, to a lesser  extent,  increases  in
travel center rents and sign repairs.

     Depreciation  and amortization  expenses  decreased by 4.7% to $582,000 for
fiscal year 2000 from $611,000 for fiscal year 1999.

     The above factors  contributed to an increase in travel  centers  operating
income of 3.6% to $1.212  million  for fiscal  year 2000,  as compared to $1.170
million for fiscal year 1999.

     EBITDA for travel centers increased to $1.794 million for fiscal year 2000,
as compared to $1.781 million for fiscal year 1999. The EBITDA margin for travel
centers decreased to 6.6% for fiscal 2000, as compared to 7.5% for fiscal 1999.

     Corporate and Other. General and administrative  expenses for corporate and
other   operations   of  the  Company   consist   primarily  of  executive   and
administrative  compensation and benefits, investor relations and accounting and
legal fees. General and administrative  expenses increased 16.0% to $565,000 for
fiscal 2000, compared to $487,000 for fiscal 1999.

     For fiscal 2000, the Company's  President and its Chief  Operating  Officer
increased their annual base salaries to $195,000 and $145,000  respectively,  as
provided for in their respective  employment  agreements  effective  February 1,
1997.  Each of the agreements has a perpetual  five-year  term, such that on any
given date, each agreement has a five-year remaining term.

     Depreciation  and  amortization  expenses for the  Company's  corporate and
other  operations   consist  of  depreciation   associated  with  the  corporate
headquarters  and  furniture  and fixtures  related  thereto.  Depreciation  and
amortization  increased 29.2% to $137,000 for fiscal 2000,  compared to $106,000
for fiscal 1999.

     Interest  expense  increased  74.5% to $1.934 million for fiscal 2000, from
$1.108  million for fiscal 1999. The increase is primarily  attributable  to the
increase in debt associated with the Company's  acquisitions  and the new travel
center.

     Non-operating  income,  net,  includes gains and/or losses from the sale of
assets,   interest  income,  and  a  casualty  gain  from  insurance   coverage.
Non-operating  income,  net,  increased 478.1% (9.6% excluding the one-time gain
from  insurance  proceeds of $712,000) to $844,000 in fiscal 2000 as compared to
$146,000 in fiscal 1999.

     Income  before  income taxes  decreased  47.5% to $583,000 for fiscal 2000,
from $1.110 million for fiscal 1999. As a percentage of gross  revenues,  income
before income taxes decreased to 1.7% for fiscal year 2000, from 3.6% for fiscal
1999 primarily as a result of increased depreciation,  amortization and interest
expense partially offset by a gain from insurance proceeds.

     Income taxes were  $245,000 for fiscal 2000 compared to $437,000 for fiscal
year 1999,  as a result of lower  pre-tax  income.  The  effective  tax rate for
fiscal year 2000 was 42.0% as compared to 39.4% for fiscal year 1999.


                                       15
<PAGE>

     The foregoing factors  contributed to the Company's  decrease in net income
for fiscal 2000 to $338,000, compared to $673,000 for fiscal 1999.

     Increases in depreciation and amortization as well as interest expense have
been  substantial  during  fiscal  2000.  Management  expects  depreciation  and
amortization,  and  interest  expense to  continue  to be high which may lead to
future net losses.

Fiscal Year Ended January 31, 1999 (Fiscal  1999)  Compared to Fiscal Year Ended
January 31, 1998 (Fiscal 1998)

     Outdoor  Advertising.  Gross sales from the Company's  outdoor  advertising
increased 39.5% to $6.775 million for fiscal 1999, from $4.856 million in fiscal
1998.  The increase  was  primarily  attributable  to certain  acquired  assets,
including  the  outdoor  advertising  assets  of Big  Tex  Outdoor  Advertising,
(Brownwood),  Norwood  Outdoor  Advertising,  Edgar Outdoor  Advertising,  J & J
Outdoor Advertising, T & C Outdoor Advertising,  Faris Outdoor Advertising,  and
Big Tex Outdoor Advertising (Granbury), as well as overall rate increases.

     Direct operating expenses related to outdoor  advertising consist of rental
payments to property  owners for the use of land on which  advertising  displays
are located,  production  expenses  and selling  expenses.  Production  expenses
include  salaries  for  operations  personnel  and real estate  representatives,
property  taxes,  and repairs and maintenance of advertising  displays.  Selling
expenses  consist  primarily of salaries and  commissions for  salespersons  and
travel related to sales.  Direct  operating  expenses  increased 22.4% to $3.046
million for fiscal year 1999,  from $2.489 million for fiscal 1998,  principally
due to the addition of sales and production personnel, sign rent and repairs and
maintenance of advertising displays from acquisitions. Direct operating expenses
as a  percentage  of gross  revenue for fiscal  year 1999 was 45.0%  compared to
51.3% for fiscal year 1998.

     General and  administrative  expenses  for outdoor  advertising  consist of
salaries  and  wages  for  administrative  personnel,   insurance,  legal  fees,
association  dues and  subscriptions  and other indirect  expenses.  General and
administrative  expenses  increased  35.2% to $1.056 million for the fiscal year
ended January 31, 1999 from $781,000 for fiscal 1998. The increase was primarily
attributable to increases in  administrative  personnel and insurance due to the
acquisitions.

     Depreciation  and amortization  expenses  increased 78.5% to $1.178 million
for fiscal  1999,  from  $660,000 for fiscal  1998.  The increase was  primarily
attributable  to  scheduled   depreciation  of  advertising  display  structures
primarily  associated with acquisitions of outdoor advertising assets throughout
the  current  year as well  as the  amortization  of  goodwill  and  non-compete
covenants.

     The above  factors  contributed  to the  increase  in  outdoor  advertising
operating  income of 61.4% to $1.495  million  for fiscal  1999 as  compared  to
$926,000 for fiscal year 1998.

     EBITDA for outdoor advertising increased 68.5% to $2.673 million for fiscal
1999,  from  $1.586  million  for fiscal  1998.  The EBITDA  margin for  outdoor
advertising  increased  to 39.5% for fiscal 1999, compared to 32.7% for fiscal
1998.

                                       16
<PAGE>

     Travel Centers.  Gross sales at the Company's travel centers increased 5.4%
to $23.803  million for fiscal  1999,  from  $22.584  million  for fiscal  1998.
Merchandise sales increased 14.1% to $8.042 million for fiscal 1999, from $7.050
million for fiscal 1998.  Gasoline sales  increased 0.7% to $11.720  million for
fiscal year 1999,  from $11.641 million for fiscal year 1998.  Restaurant  sales
decreased 5.7% to $2.812 million for fiscal 1999, from $2.981 million for fiscal
1998.  Wholesale  gasoline  sales  increased  33.9% to $1.229 million for fiscal
1999, as compared to $917,000 for fiscal 1998.  Delays in opening the new travel
center until February 1999 negatively impacted revenues.

     Cost of goods sold for the travel centers increased 5.1% to $15.802 million
for fiscal 1999,  from $15.042 million for fiscal 1998. As a percentage of gross
sales,  cost of goods  sold  decreased  slightly  to 66.4%  from  66.6%  for the
respective fiscal periods.

     Gross profit for the travel  centers  increased  6.3% to $7.718 million for
fiscal 1999,  from $7.262 million for fiscal 1998.  During the fourth quarter of
fiscal year 1999, travel center revenues were negatively  impacted by the lowest
gasoline prices in a decade and a corresponding reduction in gross profit.

     General and administrative expenses for travel centers consist of salaries,
bonuses and commissions for travel center personnel,  property costs and repairs
and  maintenance.  General and  administrative  expenses for the travel  centers
increased  11.8% to $5.937 million for fiscal 1999, from $5.307 for fiscal 1998.
Increases in general and  administration  are primarily due to additional middle
management for fiscal year 1999, compared to fiscal year 1998.

     Depreciation and amortization  expenses  increased by 65.6% to $611,000 for
fiscal  1999, from   $369,000  for  fiscal  1998.   The  increase  is  primarily
attributable  to capital  expenditures  for  gasoline  tanks and  equipment  for
federal mandates as well as image upgrades for branded fuel.

     The above factors  contributed  to a decrease in travel  centers  operating
income of 26.2% to $1.170  million for fiscal 1999,  compared to $1.586  million
for fiscal year 1998.

     EBITDA for travel  centers  decreased by 8.9% to $1.781  million for fiscal
1999,  compared to $1.955  million for fiscal 1998. The EBITDA margin for travel
centers decreased to 7.5% for fiscal 1999, compared to 8.7% for fiscal 1998.

     Corporate and Other. General and administrative  expenses for corporate and
other   operations   of  the  Company   consist   primarily  of  executive   and
administrative  compensation and benefits, investor relations and accounting and
legal fees. General and  administrative  expenses increased 1.5% to $487,000 for
fiscal 1999, from $480,000 for fiscal 1998.


                                       17
<PAGE>

     For fiscal  year 1999,  the  Company's  President  and its Chief  Operating
Officer  elected  to accept  annual  base  salaries  of  $145,000  and  $90,000,
respectively,  which are less than the $195,000 and $145,000  salaries  provided
for in their respective  employment  agreements effective February 1, 1997. Each
of the agreements has a perpetual  five-year  term, such that on any given date,
each agreement has a five-year remaining term.

     Depreciation  and  amortization  expenses for the  Company's  corporate and
other  operations   consist  of  depreciation   associated  with  the  corporate
headquarters  and  furniture  and fixtures  related  thereto.  Depreciation  and
amortization  decreased 12.4% to $106,000 for fiscal 1999,  compared to $121,000
for fiscal 1998.

     Interest  expense  increased  53.5% to $1.108  million for fiscal year 1999
from  $722,000 for fiscal 1998.  The increase is a result of  borrowings to fund
outdoor advertising  expansion and the continued conversion of travel centers to
CITGO and EXXON branding.

     Non-operating  income,  net  decreased  to  $146,000  in  fiscal  1999 from
$558,000 or 73.8%. This decrease was due to one-time gains on the sale of assets
and a subsidiary in fiscal 1998 not present in 1999.

     Income before  income taxes  decreased  36.5% to $1.110  million for fiscal
year 1999,  from  $1.747  million  for fiscal  1998.  As a  percentage  of gross
revenues, income before income taxes decreased to 3.6% for the fiscal year ended
1999  from  6.4%  for the same  fiscal  period  1998  primarily  as a result  of
increased  depreciation and interest  expense  partially offset by a decrease in
other income.

     Income taxes were $437,000 for fiscal 1999, compared to $678,000 for fiscal
1998,  as a result of lower  pre-tax  income.  The effective tax rate for fiscal
1999 was 39.4% as compared to 38.8% for fiscal 1998.

     The foregoing factors  contributed to the Company's  decrease in net income
for fiscal 1999 to $673,00, compared to $1.069 million for fiscal 1998.

Liquidity and Capital Resources

     At January 31,  2000,  the Company  had working  capital of $4.166  million
compared to working  capital of $5.495  million at January 31, 1999.  At January
31, 2000, the Company had a current ratio of 2.11:1  compared to a current ratio
of 2.74:1 at January 31, 1999.  The decrease in working  capital and the current
ratio are  primarily  attributable  to decreases  in cash of $639,000,  accounts
receivable  of $234,000 and  inventory of $155,000 and an increase in short-term
borrowings  and current  installments  of long-term  debt of $497,000  partially
offset by an increase  in income  taxes  receivable  of  $319,000.  The net cash
provided by operating activities was $2.718 million for fiscal 2000, compared to
$930,000  for  fiscal  1999.   During  fiscal  2000,  there  were  increases  in
depreciation  and  amortization of $631,000,  deferred income taxes of $221,000,
and  changes in other  operating  assets and  liabilities  of $92,000  net.  The
increase in  depreciation  and  amortization in fiscal 2000 was primarily due to
additional display structures associated with acquisitions and structures built,
and buildings,  machinery and equipment  associated with  renovations at several
travel  centers and  corporate  headquarters.  Deferred  income taxes  increased
primarily as a result of book-tax timing differences.


                                       18
<PAGE>

     Net cash used in investing activities decreased to $5.724 million in fiscal
2000 from $6.640  million in fiscal 1999. The decrease is due primarily to asset
acquisitions  totaling $1.516 million in fiscal 2000, compared to $2.312 million
in fiscal 1999.  There were also  purchases of property and  equipment of $5.391
million in fiscal 2000, compared to $4.366 million in fiscal 1999.  Increases in
property and equipment  were offset by proceeds from the sale of certain  assets
of $192,000 as well as  insurance  proceeds  of $1.087  million in fiscal  2000,
compared to proceeds of $21,000 in fiscal 1999.

     Net cash provided by financing  activities  decreased to $2.368  million in
fiscal 2000 from $3.855 million in fiscal 1999. The decrease is due primarily to
an  decrease in net  borrowings  of $2.430  million in fiscal  2000  compared to
fiscal 1999, as well as payments for debt issuance  costs  totaling  $942,000 in
fiscal  1999.  New debt in fiscal  2000 is a result of  continued  expansion  of
outdoor  advertising  operations through  development and acquisition as well as
continued renovations and upgrades at the Company's travel centers.

     As of January  31,  2000,  the Company  was  indebted to various  banks and
individuals in an aggregate  principal amount of  approximately  $22.630 million
under various loans and promissory notes. Land, buildings, equipment, billboards
and  inventories of the Company  secure many of the loans and promissory  notes.
The loans and promissory notes mature at dates from August 2001 to December 2014
and accrue interest at rates ranging from 7.9 % to 9.18% per annum.

     The Company made capital  expenditures of approximately  $5.391 million and
$4.366  million during the fiscal years ended 2000 and 1999,  respectively.  For
fiscal  2000,  these  expenditures  were made for  upgrades to  existing  travel
centers  and  for the  construction  and  acquisition  of  additional  billboard
structures.  For fiscal 1999, these  expenditures were primarily for upgrades to
the Company's travel centers,  including the new warehouse facility, and for the
construction and acquisition of additional billboard structures. During the next
twelve  months,  the  Company  anticipates  incurring  capital  expenditures  of
approximately  $300,000  related to travel  center  operations  for upgrades and
improvements  to  existing  facilities.   With  regard  to  outdoor  advertising
operations, the Company has plans to build approximately 200 new billboard faces
during  the fiscal  year  ending  January  31,  2001,  at an  estimated  cost of
approximately $1.500 million.

     As of January 31,  2000,  approximately  $21.777  million of the  Company's
total  indebtedness  accrued  interest at variable  rates tied to the respective
bank's prime lending rate. As such,  the Company is subject to  fluctuations  in
interest  rates  that  could  have a  negative  impact on the net  income of the
Company.  In  addition,  it is likely that future  indebtedness  incurred by the
Company will be at variable  rates which could impact the  Company's  ability to
consummate significant acquisitions in the future.

Risk Factors

     The Company  does not  provide  forecasts  of  potential  future  financial
performance.  While the Company's  management is optimistic  about the Company's
long-term  prospects,  the  following  issues and  uncertainties,  among others,
should be considered in evaluating its growth outlook.

     No Assurance of  Successful  Expansion.  The Company  intends to expand its
outdoor  advertising  operations,   and  to  continue  to  expand  its  gasoline
wholesaling  activities.  Although the Company's  existing  operations are based
primarily in the  Southwest,  the  Company's  current  expansion  plans  include
consideration  of  acquisition  opportunities  in both the  Southwest  and other
geographic regions of the United States. However, there can be no assurance that
suitable  acquisitions  can be  identified,  and the  Company  is likely to face
competition from other companies for available  acquisition  opportunities.  Any
such  acquisition  would be subject to  negotiation  of  definitive  agreements,
appropriate financing arrangements and performance of due diligence.


                                       19
<PAGE>

There  can be no  assurance  that  the  Company  will be able to  complete  such
acquisitions,  obtain acceptable financing,  or any required consent of its bank
lenders, or that such acquisitions, if completed, can be integrated successfully
into the Company's existing  operations.  The success of the Company's expansion
program  will  depend on a number of  factors,  including  the  availability  of
sufficient capital, the identification of appropriate  expansion  opportunities,
the Company's ability to attract and retain qualified  employees and management,
and  the  continuing  profitability  of  existing  operations.  There  can be no
assurance  that the  Company  will  achieve its  planned  expansion  or that any
expansion will be profitable.

     Need for  Additional  Financing.  In order to  successfully  implement  the
Company's  growth  strategy,  the Company may need to seek additional  financing
from  external  sources.  The Company has been able to secure  financing for the
acquisition of additional  assets from commercial  lenders in amounts up to 100%
of the fair  market  value of the  acquired  assets.  However,  there  can be no
assurance  that such  additional  financing  will be  available in the future on
terms  acceptable  to the Company.  The Company  anticipates  that any financing
which  it does  secure  may  impose  certain  financial  and  other  restrictive
covenants upon the Company and its operations.

     Impact of  Acquisitions.  Any  acquisition  by the  Company  may  result in
potentially   dilutive  issuances  of  equity  securities,   the  incurrence  of
additional debt, and amortization of expenses related to goodwill and intangible
assets,  all of  which  could  adversely  effect  the  Company's  profitability.
Acquisitions  involve numerous risks,  such as the diversion of the attention of
the  Company's  management  from other  business  concerns,  the entrance of the
Company into markets in which it has had no or only limited experience,  and the
potential loss of key employees of the acquired company, all of which could have
a material  adverse effect on the Company's  business,  financial  condition and
results of  operations.  There can be no assurance that the Company will be able
to  successfully  integrate  any acquired  companies or assets into its existing
operations,  which  could  increase  the  Company's  operating  expenses  in the
short-term  and  materially  and  adversely  affect  the  Company's  results  of
operations.

     Dependence  on Third Party  Relationships.  The Company is  dependent  on a
number of third party  relationships  under which it offers brand name and other
products  at its travel  centers.  These  brand name  relationships  include the
Company's  distributorship  relationships  with CITGO and EXXON and its existing
franchise  agreements  with Dairy  Queen/Brazier  and  Stuckey's.  The Company's
existing  operations  and plans  for  future  growth  anticipate  the  continued
existence of such  relationships.  There can be no assurance that the agreements
that  govern  these  relationships  will  not be  terminated.  Several  of these
agreements contain provisions that prohibit the Company from offering additional
products or services that are  competitive to those of its  suppliers.  Although
the  Company  does not  currently  anticipate  having  to  forego a  significant
business  opportunity in order to comply with such  agreements,  there can be no
assurance  that  adherence to existing  agreements  will not prevent the Company
from pursuing opportunities that management would otherwise deem advisable.  The
Company  also relies  upon  several at-will  relationships  with  various  third
parties for much of its  souvenir  and gift  merchandise.  Although  the Company
believes it has good relationships with its suppliers, there can be no assurance
that the  Company  will be able to  maintain  relationships  with  suppliers  of
suitable  merchandise at appropriate  prices and in sufficient  quantities.

     Possible  Adverse Impact of Competition.  The Company's travel centers face
competition  from  major and  independent  oil  companies;  independent  service
station operators; national and independent operators of restaurants, diners and
other  eating   establishments;   and  national  and  independent  operators  of
convenience  stores  and  other  retail  outlets.  In  its  outdoor  advertising
operations,  the Company faces  competition for advertising  revenues from other
outdoor  advertising  companies,  as well as from  other  media  such as  radio,
television,  print media and direct mail  marketing.  The Company also  competes
with a wide  variety  of other  out-of-home  advertising  media,  the  range and
diversity of which has  increased  substantially  over the past  several  years,
including  advertising  displays  in  shopping  centers  and  malls,   airports,
stadiums, movie theaters and supermarkets.


                                       20
<PAGE>

Some of the Company's competitors, including major oil companies and convenience
store operators, are substantially larger, better capitalized,  and have greater
name recognition and access to greater resources than the Company.  There can be
no  assurance  that  the  Company's  travel  centers  and  outdoor   advertising
operations will be able to compete  successfully in their respective  markets in
the future.

     Seasonality and Other Factors; Quarterly Fluctuations. The Company's travel
center  operations  are subject to seasonal  fluctuations,  and  revenues may be
affected  by  many  factors,  including  weather,  holidays  and  the  price  of
alternative  travel modes.  The Company's  revenues and earnings may  experience
substantial fluctuations from quarter to quarter.

     Potential Adverse Effects of Government  Regulation of Travel Centers. Each
of the Company's food service  operations is subject to licensing and regulation
by a number of  governmental  authorities,  including  regulations  relating  to
health, safety, cleanliness and food handling, as well as federal and state laws
governing such matters as working conditions,  overtime, tip credits and minimum
wages. The Company's travel center operations are also subject to extensive laws
and  regulations  governing  the sale of tobacco and fireworks in its New Mexico
travel centers.  Such regulations include certain mandatory licensing procedures
and the ongoing compliance measures, as well as special sales tax measures.  The
Company  believes that  operations at its fifteen travel centers comply with all
applicable  licensing and  regulatory  requirements.  Any failure to comply with
applicable regulations,  or the adoption of additional regulations or changes in
existing  regulations could impose  additional  compliance costs on the Company,
require a cessation of certain  activities or otherwise have a material  adverse
effect on the Company's business and results of operations.

     Environmental Risks. The Company is subject to federal, state and municipal
laws and regulations governing the use, storage,  handling,  and disposal of its
petroleum  products.  While  the  Company  believes  that it is  compliant  with
environmental laws and regulations,  the risk of accidental contamination to the
environment or injury can not be  eliminated.  In the event of such an accident,
the  Company  could be held  liable  for any  damages  that  result and any such
liability could exceed the available resources of the Company. The Company could
be required to incur  significant  costs to comply with  environmental  laws and
regulations  that  may be  enacted  in the  future.

     Potential Adverse Effects of Government  Regulation of Outdoor Advertising.
Outdoor  advertising  displays are subject to regulation by federal,  state and
local governmental agencies. These regulations, in some cases, limit the height,
size,  and location of billboards  and, in limited  circumstances,  regulate the
content of the advertising copy displayed on the billboards,  particularly  with
respect to tobacco  advertising.  Some  governmental  regulations  prohibit  the
construction of new billboards or the replacement,  relocation,  enlargement, or
upgrading  of  existing  structures.   Some  cities  have  adopted  amortization
ordinances  under which,  after the  expiration  of a specified  period of time,
billboards  must be removed at the  owner's  expense  and without the payment of
compensation.  Due to the location of its billboard  structures  outside smaller
metropolitan  and rural areas,  the Company has not been materially  affected by
such ordinances to date.  However,  there can be no assurance that the Company's
billboard  structures  will not  become  subject to  similar  ordinances  in the
future.  Ordinances  requiring the removal of a billboard without  compensation,
whether through amortization or otherwise, are being challenged in various state
and federal courts with conflicting results.  Although, to date, the Company has
been adequately  compensated for any of its structures  removed at the direction
of  governmental  authorities,  future  changes in such  regulations  as well as
others applicable to the Company's outdoor advertising operations,  could have a
material adverse effect on the Company's business and results of operations.

Other Uncertainties

     Other operating, financial or legal risks or uncertainties are discussed in
this Form 10-K in specific  context and the Company is subject to the  financial
or legal  risks or  uncertainties  discussed  in  other  documents  filed by the
Company with the Securities and Exchange Commission. In addition, the Company is
also subject to general economic risks, and other risks and uncertainties.


                                       21
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The principal  market risks to which the Company is exposed to are interest
rates on the Company's debt. The Company's  interest  sensitive  liabilities are
its debt instruments. Variable interest on short-term debt equals LIBOR plus the
applicable  margin.  Long-term  debt bears  interest  at  variable  rates  based
primarily  on the prime rate.  Because  the prime rate or LIBOR may  increase or
decrease  at any time,  the Company is exposed to market risk as a result of the
impact that changes in these base rates may have on the interest rate applicable
to  borrowings.  Increases  (decreases)  in the  interest  rates  applicable  to
borrowings  would  result  in  increased  (decreased)  interest  expense  and  a
reduction (increase) in the Company's net income and cash flow.  Management does
not, however,  believe that any risk inherent in the variable rate nature of its
debt is likely to have a material effect on the Company's  financial position or
results of operations.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Following on next page.


                                       22
<PAGE>








                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                        Consolidated Financial Statements

                            January 31, 2000 and 1999

                   (With Independent Auditors' Report Thereon)







<PAGE>




                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES


                                Table of Contents




                                                                            Page

Independent Auditors' Report                                                  F1

Financial Statements:
      Consolidated Balance Sheets                                             F2
      Consolidated Statements of Income                                       F3
      Consolidated Statements of Stockholders' Equity                         F4
      Consolidated Statements of Cash Flows                                F5-F6

Notes to Consolidated Financial Statements                                F7-F23







<PAGE>











                          Independent Auditors' Report




The Board of Directors
BOWLIN Outdoor Advertising
    & Travel Centers Incorporated:

We have audited the accompanying  consolidated  balance sheets of BOWLIN Outdoor
Advertising & Travel Centers  Incorporated  and  subsidiaries  as of January 31,
2000 and 1999, and the related consolidated statements of income,  stockholders'
equity  and cash  flows for each of the  years in the  three-year  period  ended
Januar 31, 2000. These consolidated  financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of BOWLIN  Outdoor
Advertising & Travel Centers  Incorporated  and  subsidiaries  as of January 31,
2000 and 1999, and the results of their operations and their cash flows for each
of the years in the three-year period ended January 31, 2000, in conformity with
generally accepted accounting principles.

                                    KPMG LLP

April 11, 2000
Albuquerque, New Mexico



                                       F1

<PAGE>





                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                            January 31, 2000 and 1999

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


                                  Assets                                             2000                1999
                                                                               -----------------   -----------------
Current assets:
    Cash and cash equivalents                                               $         1,559,412           2,198,520
    Accounts receivable, net                                                          1,153,786           1,461,745
    Accounts receivable - related parties                                               122,121              48,412
    Inventories                                                                       3,534,130           3,688,992
    Prepaid expenses                                                                    679,386             703,321
    Income taxes                                                                        849,471             530,796
    Notes receivable - related parties, current maturities (note 2)                      13,512              12,637
    Other current assets                                                                 13,328               9,051
                                                                               -----------------   -----------------
               Total current assets                                                   7,925,146           8,653,474
                                                                               -----------------   -----------------
Notes receivable - related parties, less current maturities (note 2)                         --                 875
Property and equipment, net (notes 3, 5 and 7)                                      30,556,073          26,424,741
Intangibles, net (note 4)                                                             2,024,141           2,338,229
Other assets                                                                            275,510              72,037
                                                                               -----------------   -----------------
               Total assets                                                 $        40,780,870          37,489,356
                                                                               =================   =================

                   Liabilities and Stockholders' Equity

Current liabilities:
    Short-term borrowings, bank (note 6)                                    $           241,963                  --
    Current installments of long-term debt (note 7)                                   1,502,814           1,248,078
    Accounts payable                                                                  1,417,326           1,393,100
    Accrued salaries                                                                    211,295             176,588
    Accrued liabilities                                                                 243,341             218,760
    Deferred income                                                                     142,294             121,550
                                                                               -----------------   -----------------
               Total current liabilities                                              3,759,033           3,158,076
Deferred income taxes (note 10)                                                         898,100             427,000
Long-term debt, less current installments (note 7)                                   20,885,415          19,004,046
                                                                               -----------------   -----------------
               Total liabilities                                                     25,542,548          22,589,122
                                                                               -----------------   -----------------
Stockholders' equity:
    Common stock, $.001 par value; authorized 100,000,000
       shares; issued and outstanding 4,384,848 shares                                    4,385               4,385
    Additional paid-in capital                                                       11,604,303          11,604,303
    Retained earnings                                                                 3,629,634           3,291,546
                                                                               -----------------   -----------------
               Total stockholders' equity                                            15,238,322          14,900,234
Commitments and contingencies (notes 11 and 12)
                                                                               -----------------   -----------------
               Total liabilities and stockholders' equity                   $        40,780,870          37,489,356
                                                                               =================   =================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       F2
<PAGE>


                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                        Consolidated Statements of Income

<TABLE>
<S>

                                                                 <C>                <C>                  <C>
                                                                           Year ended January 31,
                                                          -----------------------------------------------------------
                                                                2000                1999                 1998
                                                          -----------------   ------------------   ------------------

Gross sales                                            $        35,004,457           30,578,015           27,439,398
Less discounts on sales                                            386,622              283,264              279,943
                                                          -----------------   ------------------   ------------------
             Net sales                                          34,617,835           30,294,751           27,159,455
Cost of goods sold                                              22,350,258           18,848,146           17,531,203
                                                          -----------------   ------------------   ------------------
             Gross profit                                       12,267,577           11,446,605            9,628,252
General and administrative expense                              (8,069,072)          (7,479,568)          (6,567,940)
Depreciation and amortization                                   (2,525,571)          (1,895,035)          (1,149,694)
Other operating income                                              30,661                7,345               89,732
                                                          -----------------   ------------------   ------------------
             Operating income                                    1,703,595            2,079,347            2,000,350
Other income (expense):
    Interest income                                                 95,570              128,446              268,555
    Gain on sale of property and equipment                           6,013               10,580              200,600
    Gain from insurance proceeds                                   711,805                   --                   --
    Interest expense                                            (1,934,395)          (1,108,263)            (722,117)
                                                          -----------------   ------------------   ------------------
             Total other income (expense)                       (1,121,007)            (969,237)            (252,962)
                                                          -----------------   ------------------   ------------------
             Income before income taxes                            582,588            1,110,110            1,747,388
Income taxes (note 10)                                             244,500              437,500              678,200
                                                          -----------------   ------------------   ------------------
             Net income                                $           338,088              672,610            1,069,188
                                                          =================   ==================   ==================

Basic and diluted earnings per share                   $              0.08                 0.15                 0.24
                                                          =================   ==================   ==================

</TABLE>

See accompanying notes to consolidated financial statements.





                                       F3
<PAGE>


                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity
                   Years ended January 31, 2000, 1999 and 1998

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

                                                             Common        Additional
                                          Number of          stock,         paid-in        Retained
                                            shares           at par         capital        earnings         Total
                                         -------------    -------------   -------------  -------------   -------------

Balance at January 31, 1997                 4,384,848    $       4,385      11,604,303      1,549,748      13,158,436
Net income                                         --               --              --      1,069,188       1,069,188
                                         -------------    -------------   -------------  -------------   -------------

Balance at January 31, 1998                 4,384,848            4,385      11,604,303      2,618,936      14,227,624
Net income                                         --               --              --        672,610         672,610
                                         -------------    -------------   -------------  -------------   -------------

Balance at January 31, 1999                 4,384,848            4,385      11,604,303      3,291,546      14,900,234
Net income                                         --               --              --        338,088         338,088
                                         -------------    -------------   -------------  -------------   -------------

Balance at January 31, 2000                 4,384,848    $       4,385      11,604,303      3,629,634      15,238,322
                                         =============    =============   =============  =============   =============


</TABLE>

See accompanying notes to consolidated financial statements




                                       F4
<PAGE>


                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

<TABLE>
<S>
                                                                      <C>            <C>                 <C>
                                                                              Year ended January 31,
                                                                 ---------------------------------------------------
                                                                      2000              1999              1998
                                                                 ----------------  ---------------   ---------------

Cash flows from operating activities:
   Net income                                                  $         338,088          672,610         1,069,188
   Adjustments to reconcile net income to
      net cash provided by operating activities:
        Depreciation and amortization                                  2,525,571        1,895,035         1,149,694
        Income from partnership investment                                (1,408)          (3,025)               --
        Gain on sale of assets                                            (6,013)         (10,580)         (200,600)
        Gain from insurance proceeds                                    (711,805)              --                --
        Deferred income taxes                                            471,100          249,700           134,700
        Imputed interest                                                  10,402           27,049                --
        Minority interest                                                     --               --          (205,366)
        Changes  in  operating  assets  and  liabilities,
          net of effects from acquisitions:
             Accounts receivable                                         234,250         (874,690)         (139,851)
             Inventories                                                 154,862         (535,304)         (397,098)
             Prepaid expenses and other                                  (82,891)        (153,711)           28,230
             Accounts payable and accrued liabilities                     83,514           58,602           221,884
             Deferred income                                              20,744           44,919           (27,556)
             Income taxes                                               (318,675)        (440,803)         (235,065)
                                                                 ----------------  ---------------   ---------------
               Net cash provided by operating activities               2,717,739          929,802         1,398,160
                                                                 ----------------  ---------------   ---------------
Cash flows from investing activities:
   Capital received from (contributed to) partnership                     21,400               --            (4,205)
   Proceeds from sale/condemnation of assets                             191,545           20,813           703,201
   Proceeds from insurance                                             1,086,865               --                --
   Business acquisitions                                              (1,515,951)      (2,312,232)       (5,845,000)
   Purchases of property and equipment                                (5,390,906)      (4,366,462)       (2,208,435)
   Franchise fee payments                                                     --          (25,000)               --
   Notes receivable, net                                                (117,466)          43,196             6,168
                                                                 ----------------  ---------------   ---------------
               Net cash used in investing activities                  (5,724,513)      (6,639,685)       (7,348,271)
                                                                 ----------------  ---------------   ---------------
Cash flows from financing activities:
   Short-term borrowings, net                                            241,963         (745,000)          745,000
   Payments on long-term debt                                         (1,558,534)        (665,720)       (1,015,530)
   Payments for debt issuance costs                                           --         (941,649)               --
   Proceeds from borrowings                                            3,684,237        6,207,442         2,755,000
                                                                 ----------------  ---------------   ---------------
               Net cash provided by financing activities               2,367,666        3,855,073         2,484,470
                                                                 ----------------  ---------------   ---------------
               Net decrease in cash and cash equivalents                (639,108)      (1,854,810)       (3,465,641)
Cash and cash equivalents at beginning of period                       2,198,520        4,053,330         7,518,971
                                                                 ----------------  ---------------   ---------------

Cash and cash equivalents at end of period                     $       1,559,412        2,198,520         4,053,330
                                                                 ================  ===============   ===============

</TABLE>
                                                                     (Continued)
                                       F5
<PAGE>


                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

<TABLE>
<S>
                                                                      <C>                 <C>            <C>
                                                                              Year ended January 31,
                                                                 ---------------------------------------------------
                                                                      2000              1999              1998
                                                                 ----------------  ---------------   ---------------

Supplemental disclosure of cash flow information:
   Interest paid                                               $       2,004,924        1,040,446           722,986
                                                                 ================  ===============   ===============

   Income taxes paid                                           $          92,000          628,603           778,565
                                                                 ================  ===============   ===============
   Noncash investing and financing activities:
      Acquisition  of land and outdoor  advertising
      assets in exchange for long-term debt                    $              --        5,570,000         1,275,000
                                                                 ================  ===============   ===============

      Disposition of land and buildings in exchange for
        assumption of long-term debt of subsidiary             $              --               --       (1,090,910)
                                                                 ================  ===============   ===============
      Acquisition of covenants not-to-compete in exchange for
      long-term debt                                           $              --          210,438           284,763
                                                                 ================  ===============   ===============


      Acquisitions - fair value of assets  acquired and  liabilities  assumed at
      the date of the acquisitions were as follows:
          Accounts receivable                                  $           3,451           56,251            73,941
          Prepaid expenses                                                    --           99,065            15,057
          Billboards                                                   1,462,500        2,051,916         4,735,000
          Machinery and equipment                                             --           55,000           163,500
          Excess of purchase price over fair value of
              assets acquired                                                 --               --           863,000
          Covenants not-to-compete                                        50,000           50,000            10,000
          Accounts payable                                                    --                --          (15,498)
                                                                 ================  ===============   ===============

</TABLE>

See accompanying notes to consolidated financial statements.





                                       F6
<PAGE>


                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999


(1) Summary of Significant Accounting Policies

     (a)  Description of Business

          BOWLIN  Outdoor   Advertising  &  Travel  Centers   Incorporated   and
          subsidiaries (the Company) are located in Albuquerque,  New Mexico. On
          August 28, 1996,  BOWLIN Outdoor  Advertising & Travel  Centers,  Inc.
          (BOATC) was  incorporated in the state of Nevada.  BOATC's articles of
          incorporation  authorize  10,000,000  shares of preferred stock ($.001
          par  value)  which  can be issued  at the  discretion  of the Board of
          Directors.  Pursuant  to an  agreement  and plan of  merger  effective
          September 27, 1996, Bowlin's, Inc. (BI), which was incorporated in the
          state of New Mexico on  February  20,  1953,  was merged with and into
          BOATC.

          The Company's  principal business  activities include the operation of
          outdoor   billboard   advertising   displays  which  are  situated  on
          interstate  highways,  primarily in the Southwestern United States. In
          addition to the outdoor billboard  advertising  displays,  the Company
          operates full-service travel centers and restaurants which offer brand
          name  food  and  gasoline,   and  a  unique  variety  of  Southwestern
          merchandise to the traveling public in the Southwestern United States.

          The Company previously held a majority general partnership interest in
          the Los Cuatros Apartments Limited  Partnership (Los Cuatros) together
          with a limited partnership interest.  The partnership owned and leased
          an apartment  complex in Las Cruces,  New Mexico.  The partnership was
          formed in January  1991 and had a December 31 fiscal year end. On June
          16, 1997, the Company sold Los Cuatros to an unrelated third party.

     (b)  Principles of Consolidation

          The  accompanying   consolidated   financial  statements  include  the
          accounts of the Company, its wholly owned subsidiary BMI, Inc. and its
          majority owned  subsidiary  Los Cuatros.  Los Cuatros is included from
          February 1, 1997  through June 16,  1997.  All  material  intercompany
          transactions have been eliminated.

     (c)  Cash and Cash Equivalents

          The Company considers all liquid  investments with a maturity of three
          months or less when purchased to be cash equivalents.

     (d)  Accounts   Receivable  and  Allowance  for  Doubtful   Accounts

          Trade receivables are stated at face amount less the related allowance
          for doubtful accounts.

                                                                     (Continued)
                                       F7
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     (e)  Inventories

          Inventories  consist  primarily of merchandise and gasoline for resale
          and are stated at the lower of cost or market  value,  with cost being
          determined using the first-in, first-out (FIFO) method.

     (f)  Property and Equipment

          Property and equipment are carried at cost.  Maintenance  and repairs,
          including the  replacement  of minor items,  are expensed as incurred,
          and  major  additions  to  property  and  equipment  are  capitalized.
          Depreciation is provided by the Company using primarily straight-line,
          as well as accelerated methods.

     (g)  Intangible Assets

          Goodwill,  which  represents  the excess of  purchase  price over fair
          value of net assets  acquired,  is amortized on a straight-line  basis
          over the expected  periods to be  benefited,  generally 5 to 15 years.
          The Company  assesses the  recoverability  of this intangible asset by
          determining  whether the amortization of the goodwill balance over its
          remaining life can be recovered through  undiscounted future operating
          cash  flows  of  the  acquired  operation.   The  amount  of  goodwill
          impairment,  if any, is measured based on projected  discounted future
          operating  cash flows using a discount rate  reflecting  the Company's
          average cost of funds.

          Covenants not-to-compete are amortized over the life of the respective
          covenants  using the  straight-line  method,  ranging  from one to ten
          years.

          Debt issuance  costs are deferred and amortized  over the terms of the
          respective  borrowings  on a  straight-line  basis  for the  revolving
          portion and the interest method for the term note portion.

          Franchise fees are amortized on a straight-line basis over the shorter
          of the  life  of  the  related  franchise  agreements  or the  periods
          estimated to be benefited, ranging from fifteen to twenty-five years.

     (h)  Sales and Cost Recognition

          Sales  of  merchandise  are  recognized  at the  time of sale  and the
          associated costs of the merchandise are included in cost of sales.

          Revenues from rental of billboard  space are  recognized on an accrual
          basis ratably over the terms of the contracts as advertising  services
          are provided.

     (i)  Deferred Income

          Deferred income consists  principally of advertising  revenue received
          in advance.  Deferred  advertising  revenue is recognized in income as
          services are provided over the term of the contract.

                                                                     (Continued)
                                       F8
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     (j)  Income  Taxes

          Income taxes are accounted  for under the asset and liability  method.
          Deferred tax assets and  liabilities are recognized for the future tax
          consequences   attributable  to  differences   between  the  financial
          statement  carrying  amounts of existing  assets and  liabilities  and
          their   respective  tax  bases  and  operating  loss  and  tax  credit
          carryforwards.  Deferred tax assets and liabilities are measured using
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled. The effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

     (k)  Stock  Option Plan

          The Company  accounts for its stock option plan in accordance with the
          provisions  of  Accounting  Principles  Board  (APB)  Opinion  No. 25,
          Accounting for Stock Issued to Employees,  and related interpretation.
          As such, compensation expense is recorded on the date of grant only if
          the current market price of the underlying  stock exceeds the exercise
          price. SFAS No. 123, Accounting for Stock-Based Compensation,  permits
          entities to continue to apply the provisions of APB Opinion No. 25 and
          provide  pro  forma  net  income  and pro  forma  earnings  per  share
          disclosures   for   employee   stock   option   grants   as   if   the
          fair-value-based  method defined in SFAS No. 123 has been applied. The
          Company has elected to  continue  to apply the  provisions  of the APB
          Opinion No. 25 and provide the pro forma disclosure provisions of SFAS
          No. 123.

     (l)  Impairment of Long-lived  Assets and Long-lived  Assets to Be Disposed
          Of

          The Company  reviews its  long-lived  assets and certain  identifiable
          intangibles for impairment whenever events or changes in circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          Recoverability  of  assets  to be  held  and  used  is  measured  by a
          comparison of the carrying amount of an asset to future net cash flows
          expected to be generated by the asset.  If such assets are  considered
          to be impaired,  the  impairment  to be  recognized is measured by the
          amount by which the  carrying  amount of the assets  exceeds  the fair
          value of the  assets.  Assets to be  disposed  of are  reported at the
          lower of the carrying amount of fair value less costs to sell.

     (m)  Financial Instruments

          The Company's  financial  instruments  are cash and cash  equivalents,
          accounts  receivable,  notes  receivable,  accounts  payable,  accrued
          liabilities,  short-term borrowings,  and long-term debt. The carrying
          amounts  of cash  and cash  equivalents,  accounts  receivable,  notes
          receivable,   accounts  payable,   accrued   liabilities,   short-term
          borrowings, and long-term debt approximate fair value.

                                                                     (Continued)
                                       F9
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     (n)  Use of Estimates

          Management  of  the  Company  has  made  a  number  of  estimates  and
          assumptions  relating to the reporting of assets and  liabilities  and
          the disclosure of contingent  assets and  liabilities to prepare these
          consolidated   financial   statements  in  conformity  with  generally
          accepted accounting principles. Actual results could differ from those
          estimates.

     (o)  Reclassification

          Certain  reclassifications  have been made to the prior year financial
          statements to conform to the current year presentation.

     (p)  Earnings Per Share

          Basic  earnings  per share of common stock is computed by dividing net
          income by the  weighted-average  number of common  shares  outstanding
          during the period.  Diluted  earnings per share is  calculated  in the
          same manner as basic earnings per share except that the denominator is
          increased to include the number of additional common shares that would
          have been  outstanding,  assuming the  exercise of all employee  stock
          options that would have had a dilutive effect on earnings per share. A
          reconciliation  of the  number of shares  used in the  calculation  of
          basic and diluted  earnings per share for the years ended  January 31,
          2000, 1999 and 1998 follows:

<TABLE>
<S>                                                                   <C>                 <C>                 <C>
                                                                                         2000
                                                                -------------------------------------------------------
                                                                     Income              Shares           Per share
                                                                   (numerator)       (denominator)          amount
                                                                ------------------ -------------------  ---------------
              Basic EPS - net income                          $       338,088           4,384,848      $      .08
              Effect of dilutive securities -                                                           ===============
                  stock options                                            --               4,715
                                                                ------------------ -------------------
              Diluted EPS - net income                        $       338,088           4,389,563      $      .08
                                                                ================== ===================  ===============
</TABLE>
                                                                     (Continued)
                                      F10


<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999
<TABLE>
<S>                                                                   <C>                 <C>                 <C>

                                                                                         1999
                                                                -------------------------------------------------------
                                                                     Income              Shares           Per share
                                                                   (numerator)       (denominator)          amount
                                                                ------------------ -------------------  ---------------
              Basic EPS - net income                          $      672,610            4,384,848      $      .15
              Effect of dilutive securities -                                                           ===============
                  stock options                                           --                2,488
                                                                ------------------ -------------------
              Diluted EPS - net income                        $      672,610            4,387,336      $      .15
                                                                ================== ===================  ===============


                                                                                         1998
                                                                -------------------------------------------------------
                                                                     Income              Shares           Per share
                                                                   (numerator)       (denominator)          amount
                                                                ------------------ -------------------  ---------------
              Basic EPS - net income                          $     1,069,188           4,384,848      $      .24
              Effect of dilutive securities -
                  stock options                                            --                  --
                                                                ------------------ -------------------
              Diluted EPS - net income                        $     1,069,188           4,384,848     $       .24
                                                                ================== ===================  ===============

</TABLE>

              Options to purchase 247,000,  259,000 and 301,500 shares of common
              stock were  outstanding  during the years ended  January 31, 2000,
              1999  and  1998,  respectively,  but  were  not  included  in  the
              computation of diluted EPS because the options' exercise price was
              greater than the average  market price of the common  shares.  The
              options,  which expire  December 2006,  were still  outstanding at
              January 31, 2000.

(2) Notes Receivable - Related Parties

     Notes receivable - related parties consist of the following at January 31:
<TABLE>
<S>                                                                                        <C>                <C>

                                                                                           2000              1999
                                                                                      ---------------   ---------------

       Stockholder, due on demand, plus interest at 7%, unsecured                   $      10,012            10,012
       Employees, receivable in annual installments totaling $875 plus interest
           at 10%, unsecured                                                                3,500             3,500
                                                                                      ---------------   ---------------
                     Subtotal                                                              13,512            13,512
       Less current maturities                                                             13,512            12,637
                                                                                      ===============   ===============
                                                                                    $          --               875
                                                                                      ===============   ===============
</TABLE>

                                                                     (Continued)
                                      F11

<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

(3)  Property and Equipment

     Property and equipment, at cost, consists of the following at January 31:

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

                                                     Estimated life                 2000                 1999
                                                       (years)
                                                  ----------------------     -------------------  -------------------
       Land                                                ---             $        3,239,255            2,371,490
       Buildings and improvements                        10 - 40                    8,391,938            6,502,420
       Machinery and equipment                            3 - 10                    6,915,401            5,901,088
       Autos, trucks and mobile homes                     3 - 10                    2,077,036            2,047,988
       Billboards on operating leases                    15 - 20                   23,632,676           19,886,104
       Billboards                                        15 - 20                      941,274              817,819
                                                  ======================     -------------------  -------------------
                 Subtotal, at cost                                                 45,197,580           37,526,909
       Less accumulated depreciation                                              (15,268,102)         (13,119,953)
       Construction in progress                                                       626,595            2,017,785
                                                                             ===================  ===================
                                                                           $       30,556,073           26,424,741
                                                                             ===================  ===================
</TABLE>

     Through  January 31, 2000,  the Company  received  proceeds from  insurance
     totaling  $1,086,865 to replace assets destroyed by a fire at the Company's
     headquarters  during  November  1998 which  resulted  in  recognition  of a
     $711,805 gain.

     During the year ended January 31, 1998,  the Company  determined the actual
     lives for approximately  $214,100 of billboard  expenditures were generally
     longer  than  the  estimated  useful  lives   previously   established  for
     depreciation purposes.  Therefore,  effective February 1, 1997, the Company
     extended the  estimated  useful  lives of those  assets up to 7 years.  The
     effect of this  change  in  accounting  estimate  increased  net  income by
     $105,400 ($.02 per basic and diluted share).

(4) Intangible Assets

    Intangible assets, at cost, consist of the following at January 31:

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

                                                                                       2000               1999
                                                                                 -----------------  -----------------
        Excess of purchase price over fair value of assets acquired          $         863,000            863,000
        Covenants not-to-compete                                                       645,093            555,201
        Franchise fees                                                                 183,000            234,500
        Debt issuance costs                                                            941,649            941,649
                                                                                 -----------------  -----------------
                                                                                     2,632,742          2,594,350
        Less accumulated amortization                                                 (608,601)          (256,121)
                                                                                 =================  =================
        Intangible assets, net                                               $       2,024,141          2,338,229
                                                                                 =================  =================
</TABLE>

                                                                     (Continued)
                                      F12
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

(5)  Billboard Rental Income

     Included in property and equipment in the  consolidated  balance  sheets of
     the Company are billboards on operating leases. The billboards are owned by
     the  Company  and the  advertising  space is leased to others.  See note 12
     regarding land leased from others by the Company for billboard use.

     Minimum future rental income on noncancelable billboard leases in effect as
     of January 31, 2000 is as follows:

<TABLE>
<S>
                                                  <C>                                     <C>
                                              Year ending January 31:
                                   --------------------------------------------
                                                       2001                         $     5,349,260
                                                       2002                               1,671,779
                                                       2003                                 177,052
                                                       2004                                  23,942
                                                       2005                                   9,090
                                                                                     ------------------
                                                      Total                         $     7,231,123
                                                                                     ==================
</TABLE>

(6)  Short-term Borrowing, Bank

     In November 1998, the Company  entered into a credit  agreement with one of
     its  existing  lenders  including  a  line  of  credit  in  the  amount  of
     $10,000,000  to fund  purchases of existing  outdoor  advertising  business
     and/or billboard properties and a working capital line of $2,000,000.  Each
     note will bear interest  based on the LIBOR 90 day rate index (7.90 percent
     at January 31, 2000).  As of January 31, 2000,  there was $241,963 drawn on
     this credit agreement.

(7) Long-term Debt

    Long-term debt is as follows:
<TABLE>
<S>                                                                                       <C>                 <C>

                                                                                          2000               1999
                                                                                    -----------------  -----------------
       Due  bank,  maturity  November  2005,  variable  interest  (8.50%  at
           January 31, 2000), monthly  installments of $143,114,  secured by
           buildings, equipment, and billboards                                   $      11,088,869         11,858,362
       Due  bank,  maturity  November  2005,  variable  interest  (8.50%  at
           January 31, 2000),  monthly  installments of $15,000,  secured by
           billboards                                                                     2,472,812          2,500,000
       Due  bank,   maturity  January  2006,  variable  interest  (8.43%  at
           January 31,  2000),  interest only through January 2000,  monthly
           installments of $8,300, secured by billboards                                  1,500,000          1,500,000
       Due  bank,   maturity  March  2006,   variable   interest  (8.68%  at
           January 31,  2000),  interest  only through  March 2000,  monthly
           installments of $8,700 secured by billboards                                  1,350,000                 --
       Due bank,  maturity  January 31, 2007,  variable  interest  (8.47% at
           January 31,  2000),  interest only through January 2000,  monthly
           installments of $9,938, secured by billboards                                 1,408,037                 --

</TABLE>

                                                                     (Continued)
                                      F13
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999


<TABLE>
<S>
                                                                                          <C>                <C>
                                                                                    -----------------  -----------------
       Due  bank,   maturity  October  2013,  variable  interest  (8.50%  at
           January 31,  2000),  monthly  installments of $9,860,  secured by
           land and buildings                                                     $        941,732            978,428
       Due  bank,   maturity  October  2013,  variable  interest  (8.50%  at
           January 31,  1999),  monthly  installments of $6,329,  secured by
           land and buildings                                                              606,494            629,740
       Due bank,  maturity  January  2005,  variable  interest at index rate
           (8.00% at  January  31,  2000),  monthly  installments  of $6,883
           secured by buildings and equipment                                              667,858            694,792
       Due bank,  maturity May 2005, variable interest at index rate plus .5
           (8.50% at  January 31,  2000),  monthly  installments  of $8,614,
           secured by buildings and equipment                                              732,194            774,006
       Due banks and other financing companies,  with maturity dates ranging
           from  2000 to 2013.  Most bear  interest  at  adjustable  rate of
           7.75% with  certain  fixed rate notes at 8.9%.  Monthly  payments
           totaling  $19,188.  Secured by land,  buildings,  equipment,  and             1,361,407            933,811
           inventories
       Due  individuals,  various  payment  schedules with maturity dates in
           2003,  including  interest ranging from 8.00% to 10.00%.  Monthly
           payments totaling $3,818.  Secured by land and buildings                        136,539            168,234
       Due individuals,  maturity dates in 2008,  including imputed interest
           at 8.50%, annual payments totaling $20,000; unsecured                           122,287            214,751
                                                                                    -----------------  -----------------

                                                                                        22,388,229         20,252,124
       Less current maturities                                                           1,502,814          1,248,078
                                                                                    -----------------  -----------------
                                                                                  $     20,885,415         19,004,046
                                                                                    =================  =================

</TABLE>

       Future maturities of long-term debt are as follows:
<TABLE>
<S>                                        <C>                                           <C>


                                           2001                               $        1,502,814
                                           2002                                        1,772,744
                                           2003                                        1,898,835
                                           2004                                        1,983,089
                                           2005                                        2,063,792
                                           Thereafter                                 13,166,955
                                                                                  -----------------
                                                        Total                 $       22,388,229
                                                                                  =================
</TABLE>

     On November 10, 1998, the Company entered into a credit  agreement with one
     of its  existing  lenders for a new term note in the amount of  $12,000,000
     which was used to refinance approximately $8,500,000 of existing borrowings
     and to provide funds for working capital.

                                                                     (Continued)
                                      F14
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

(8)  Stockholders' Equity

     In December  1996,  the Company  completed  an initial  public  offering of
     1,100,000  shares of common stock at $8.00 per share.  Concurrent  with the
     closing of the initial  public  offering,  the  Company  issued a five-year
     nonredeemable  option to purchase up to 93,500 shares of common stock at an
     exercise  price equal to 120 percent of the  offering  price,  or $9.60 per
     share to the underwriter.  The option became  exercisable in December 1997.
     As of January 31, 2000, the option has not been exercised.

(9)  Stock Option Plan

     On September 27, 1996, the Company  adopted the 1996 Stock Option Plan (the
     Plan)  pursuant to which the  Company's  board of directors may grant stock
     options  to  officers  and key  employees.  The Plan  authorizes  grants of
     options to purchase shares of authorized but unissued common stock up to an
     amount  equal to ten  percent  of issued and  outstanding  shares of common
     stock  (438,485  shares as of January 31, 2000).  Stock options are granted
     with an exercise  price equal to the stock's  fair market value at the date
     of grant.  All stock options expire in ten years and vest, and become fully
     exercisable as determined by the board at time of grant.

     At January 31, 2000,  there were 485 additional  shares available for grant
     under the Plan. The per share  weighted-average fair value of stock options
     granted  during 2000 was $1.69 on the date of grant using the Black Scholes
     option-pricing  model  with  the  following  weighted-average  assumptions:
     expected  dividend  yield 0.0 percent,  expected  volatility of 70 percent,
     risk-free interest rate of 7 percent, and an expected life of 2 years.

     The Company  applies APB  Opinion  No. 25 in  accounting  for its Plan and,
     accordingly, no compensation cost has been recognized for its stock options
     in the  consolidated  financial  statements.  Had  the  Company  determined
     compensation  cost  based on the fair value at the grant date for its stock
     options under SFAS No. 123, the Company's net income and earnings per share
     would have been reduced to the pro forma  amounts  indicated  below for the
     years ended January 31:
<TABLE>
<S>                                                                     <C>             <C>                <C>

                                                                        2000             1999              1998
                                                                   ---------------  ---------------   ---------------

       Net income (loss)                         As reported     $      338,088          672,610         1,069,188
                                                  Pro forma            (194,888)         410,971           764,626

       Earnings (loss) per basic and             As reported                .08              .15               .24
           diluted share                          Pro forma                (.04)             .09               .17
                                                                   ===============  ===============   ===============

</TABLE>
                                                                     (Continued)
                                      F15
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

       Stock option activity during the periods indicated is as follows

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

                                                      Number of        Weighted-average
                                                       shares           exercise price
                                                   ----------------   --------------------

       Balance at January 31, 1997                       362,000    $          8.20
           Forfeited                                     (60,500)              8.00
                                                   ----------------
       Balance at January 31, 1998                       301,500               8.24
           Forfeited                                     (42,500)              8.00
                                                   ----------------
       Balance at January 31, 1999                       259,000               8.28
           Granted                                       191,000               4.00
           Forfeited                                     (12,000)              8.00
                                                   ================
       Balance at January 31, 2000                       438,000    $          6.42
                                                   ================

</TABLE>


     At January  31,  2000,  the range of exercise  prices and  weighted-average
     remaining  contractual  life of  outstanding  options was $4.00 - $8.80 and
     8.05 years, respectively.

     At January 31, 2000,  1999 and 1998, the number of options  exercisable was
     438,000, 16,000 and 8,000, respectively,  and the weighted-average exercise
     price of those options was $6.42, $8.00 and $8.00, respectively.

(10) Income Taxes

     Income taxes consist of the following for the years ended January 31:

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

                                                   Current                Deferred                Total
                                              -------------------   ---------------------  --------------------
       2000:
           U.S. Federal                    $          (188,800)              392,500                203,700
           State and local                             (37,800)               78,600                 40,800
                                              -------------------   ---------------------  --------------------
                                           $          (226,600)              471,100                244,500
                                              ===================   =====================  ====================
       1999:
           U.S. Federal                    $           156,500               208,000                364,500
           State and local                              31,300                41,700                 73,000
                                              -------------------   ---------------------  --------------------
                                           $           187,800               249,700                437,500
                                              ===================   =====================  ====================
       1998:
           U.S. Federal                    $           452,800               112,200                565,000
           State and local                              90,700                22,500                113,200
                                              -------------------   ---------------------  --------------------
                                           $           543,500               134,700                678,200
                                              ===================   =====================  ====================
</TABLE>
                                                                     (Continued)
                                      F16

<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     Income tax expense  differed from the amounts computed by applying the U.S.
     federal  income tax rate of 34 percent to pretax  income as a result of the
     following factors:

<TABLE>
<S>
                                                            <C>                 <C>                 <C>
                                                                    Year ended January 31,
                                                  -------------------------------------------------------------
                                                         2000                 1999                 1998
                                                  -------------------  -------------------  -------------------
       Computed "expected" tax                  $          198,080              377,437              594,112
       State income taxes, net of federal                   26,926               48,175               74,682
           tax benefit
       Other                                                19,494               11,888                9,406
                                                  -------------------  -------------------  -------------------
                 Total                          $          244,500              437,500              678,200
                                                  ===================  ===================  ===================

</TABLE>

     The tax  effects of  temporary  differences  that give rise to  significant
     portions of the deferred tax assets and  deferred  tax  liabilities  are as
     follows at January 31:

<TABLE>
<S>
                                                                                <C>                  <C>
                                                                              2000                  1999
                                                                        ------------------   -------------------
       Deferred tax assets:
           Compensated absences, principally due to accrual for
             financial reporting purposes                              $         45,730               18,540
           Other                                                                 15,600               15,600
                                                                        ------------------   -------------------
                 Total gross deferred tax assets                                 61,330               34,140
       Less valuation allowance                                                      --                    --
                                                                        ------------------   -------------------
                 Net deferred tax assets                                         61,330               34,140
                                                                        ------------------   -------------------
       Deferred tax liabilities:
           Property and equipment, principally due to
             differences in depreciation                                       (954,430)            (456,040)
           Other                                                                 (5,000)              (5,100)
                                                                        ------------------   -------------------
           Total gross deferred liabilities                                    (959,430)            (461,140)
                                                                        ------------------   -------------------
                 Net deferred tax liability                            $       (898,100)            (427,000)
                                                                        ==================   ===================

</TABLE>

     There was no valuation  allowance for deferred tax assets as of February 1,
     1999, 1998 or 1997.  Based upon the level of historical  taxable income and
     projections  for  future  taxable  income  over the  periods  in which  the
     deferred tax assets are deductible,  management  believes it is more likely
     than  not the  Company  will  realize  the  benefits  of  these  deductible
     differences.

                                                                     (Continued)
                                      F17
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

(11) Profit Sharing Plan

     The Company maintains a qualified defined  contribution profit sharing plan
     that covers substantially all employees.  The plan year end is December 31.
     The  elected  salary  reduction  is  subject  to limits as  defined  by the
     Internal  Revenue Code. The Company  provides a matching  contribution  and
     additional  discretionary  contributions as determined by resolution of the
     board of directors.  Legal and accounting  expenses related to the plan are
     absorbed by the Company. The Company's  contributions to the profit sharing
     plan were  $77,739,  $54,419  and  $56,974 in fiscal  2000,  1999 and 1998,
     respectively.

(12) Commitments and Contingencies

     The  Company  leases  land at several of its  retail  operating  locations.
     Included  in  general  and  administrative  expenses  in  the  accompanying
     consolidated  statements of income is rental  expense for these land leases
     of $419,176,  $370,761  and $306,283 for the years ended  January 31, 2000,
     1999 and 1998, respectively.

     The leasing  agreements for the various  locations include 5-35 year leases
     with remaining lives on those leases ranging from  approximately 5-25 years
     at  January  31,  1999.  Renewal  options  vary,  with the  most  extensive
     including three 5-year renewal  options.  Contingent  rentals are generally
     based on percentages of specified  gross  receipts.  Several leases include
     terms for  computation of rent expense as the greater of a percent of gross
     receipts or a percent of land value as defined by the lease. In most cases,
     the Company is responsible for certain repairs and maintenance,  insurance,
     property taxes or property tax increases, and utilities.

     Future minimum rental payments under these leases are as follows:

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

                                             Year ending January 31:
                                   --------------------------------------------
                                             2001                                   $       126,658
                                             2002                                           114,658
                                             2003                                           114,658
                                             2004                                            84,658
                                             2005                                            84,658
                                             Thereafter                                     370,658
                                                                                     ------------------
                                                      Total                         $       895,948
                                                                                     ==================

</TABLE>
                                                                     (Continued)
                                      F18
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     The Company has entered into various land  operating  leases for  billboard
     space.  These leases require minimum annual rentals and range from terms of
     1-5 years. Rent expense was $1,222,604, $872,946 and $753,926 for the years
     ended January 31, 2000,  1999 and 1998,  respectively.  At January 31, 2000
     and 1999,  the  Company  had  prepaid  on these  leases in the  amounts  of
     $609,817  and  $426,128,  respectively.  See  note  5  regarding  billboard
     advertising space leased to others by the Company.

     Minimum future rental payments under these leases are as follows:
<TABLE>
<S>
                                   <C>                                                      <C>
                                             Year ending January 31:
                                   --------------------------------------------
                                             2001                                   $     1,018,724
                                             2002                                           801,265
                                             2003                                           668,698
                                             2004                                           583,274
                                             2005                                           499,963
                                             Thereafter                                     446,799
                                                                                     ------------------
                                                      Total                         $     4,018,723
                                                                                     ==================
</TABLE>

(13) Related Party Transactions (See note 2)

     An individual  who is an officer and  stockholder in the Company is also an
     officer and stockholder in Stuckey's Corporation  (Stuckey's).  The Company
     paid  Stuckey's  franchise  fees for four  stores in the amount of $34,029,
     $36,356 and $35,690 for  January  31,  2000,  1999 and 1998,  respectively.
     Franchise fees are included in general and  administrative  expenses in the
     accompanying consolidated statements of income.

     During the years ended January 31, 2000, 1999 and 1998,  wholesale gasoline
     distribution sales totaling  $1,328,418,  $1,227,681 and $916,733 were sold
     to a Stuckey's franchise travel center not owned by the Company. The travel
     center is owned by the daughter of an individual  who is a  stockholder  in
     the Company.  As of January 31, 2000 and 1999, amounts due from this travel
     center totaled $122,121 and $48,412, respectively.

(14) Segment Information

     Travel center operations, which represents 78% of net sales of the Company,
     and outdoor advertising operations,  which represents 22% of net sales, are
     the Company's  reportable  segments  under SFAS No. 131,  Disclosure  about
     Segments of an Enterprise  and Related  Information  (SFAS 131). The travel
     center  segment  provides  for the  retail  sale of  merchandise,  food and
     gasoline to the  traveling  public  while the outdoor  advertising  segment
     operates  billboard  advertising  displays which are situated on interstate
     highways,  primarily in the Southwestern  United States. No single customer
     accounted for as much as 10% of consolidated revenue in any year.

                                                                     (Continued)
                                      F19
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     Summarized  financial  information   concerning  the  Company's  reportable
     segments  for the  respective  years  ended  January  31,  is  shown in the
     following table.  Prior period  information has been restated to conform to
     the segments described above, which are based on the structure and internal
     organization of the Company as of January 31, 2000.

<TABLE>
<S>
                    <C>                             <C>                 <C>           <C>                <C>
                                                                     Outdoor
                                                 Travel Center     Advertising      Corporate and
       (in thousands)                              Operations       Operations         other (1)          Total
                                                ----------------  ---------------  ---------------- ----------------
       Net sales (2)
                       2000                    $       26,856             7,762               --           34,618
                       1999                            23,520             6,775               --           30,295
                       1998                            22,303             4,856               --           27,159

       Segment operating income (3)
                       2000                             1,212             1,163             (671)           1,704
                       1999                             1,170             1,495             (586)           2,079
                       1998                             1,586               926             (512)           2,000

       Depreciation and amortization
                       2000                               582             1,807              137            2,526
                       1999                               611             1,178              105            1,895
                       1998                               369               660              121            1,150

       Segment assets
                       2000                            15,027            20,305            5,449           40,781
                       1999                            14,578            17,670            5,241           37,489
                       1998                            11,023             9,525            5,311           25,859

       Expenditures for segment assets
                       2000                             1,547             4,721              586            6,854
                       1999                             2,546             9,217              280           12,043
                       1998                             1,760             6,526               96            8,382

</TABLE>

     (1)  Corporate  functions include certain members of executive  management,
          the  corporate  accounting  and  finance  function  and other  typical
          administrative functions.

     (2)  There were no  inter-segment  sales during the years ended January 31,
          2000, 1999 or 1998.

     (3)  Management does not allocate interest expense,  interest income, other
          non-operating  income and expense amounts or income tax expense in the
          determination of the operating performance of the reportable segments.
          Therefore,  the total  segment  operating  income  reported  agrees to
          consolidated operating income for the Company.

                                                                     (Continued)
                                      F20
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     During  the years  ended  January  31,  2000,  1999 and  1998,  $1,671,810,
     $1,227,681  and $916,733 of net sales and  $69,478,  $63,678 and $33,606 of
     operating income, respectively,  related to wholesale gasoline distribution
     sales are included in travel center operations.

(15) Acquisitions

     The Company  completed the  acquisitions  described  below during the years
     ended January 31, 2000,  1999 and 1998. All of the  acquisitions  have been
     accounted  for as  purchases  whereby  the  results  of  operations  of the
     acquired  company have been combined with the Company's  since the dates of
     acquisition.  The purchase price has been allocated to the assets  acquired
     based on their  estimated fair values with goodwill,  if any,  representing
     the excess of cost over the purchase price as indicated below.

     On April 1, 1997,  the Company  acquired all of the tangible and intangible
     assets and certain liabilities of the outdoor  advertising  division of The
     McCarty Company  (McCarty) known as Pony Panels for $4.2 million.  A member
     of the  Company's  Board of Directors is the  majority  shareholder  of the
     McCarty  Company.  The Company paid $1.7 million in cash and financed  $2.5
     million  with bank debt.  Pony Panels owns and operates  approximately  750
     8-sheet  poster  panels in the  Albuquerque,  New Mexico  metro  area.  The
     Company  also  entered  into  a  non-compete   agreement  with  the  former
     principals  of  McCarty  for a period  of five  years  from the date of the
     acquisition.  The excess of the  purchase  price over fair value of the net
     assets  acquired  (goodwill) of $863,000  recorded in  connection  with the
     purchase will be amortized over the estimated benefit period of 15 years.

     On April 26, 1997, the Company purchased the outdoor  advertising assets of
     General Outdoor  Advertising  (General) for $240,000 in cash.  General owns
     and operates approximately 56 painted bulletin faces in the Alamogordo, New
     Mexico market. No goodwill was recorded in connection with the purchase.

     On April 29, 1997, the Company purchased the outdoor  advertising assets of
     Mesa Outdoor  Advertising (Mesa) for $150,000 in cash and a note payable to
     the  former  owner in the  amount  of  $275,000.  Mesa  owns  and  operates
     approximately  57  30-sheet  poster  faces in the  Farmington,  New  Mexico
     market. No goodwill was recorded in connection with the purchase.

     On December 9, 1997, the Company  acquired certain assets of Sweezy Outdoor
     Advertising (Sweezy) for $1,245,000.  The Company paid $245,000 in cash and
     financed $1 million with bank debt. Sweezy owns and operates  approximately
     68  painted  bulletin  faces in the  Killeen/Fort  Hood area of  Texas.  No
     goodwill was recorded in connection with the purchase.  In conjunction with
     the Sweezy  acquisition,  the Company entered into  non-compete  agreements
     with the former principals of Sweezy. One of the principals entered into an
     agreement  for a period of ten years,  payable by the Company in ten annual
     installments  of $40,000  beginning  in  January  1998.  The note  payable,
     discounted for imputed interest costs computed at 8.5 percent,  is included
     in long-term debt in the  accompanying  consolidated  balance  sheets.  Two
     principals were paid $5,000 each for a non-compete  period of one year from
     the date of acquisition.

                                                                     (Continued)
                                      F21
<PAGE>
                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999

     On February 1, 1998, the Company acquired the outdoor advertising assets of
     Big-Tex  Outdoor  Advertising  (Big-Tex) for  $1,575,283.  The Company paid
     $575,283 in cash and financed  $1,000,000 with bank debt. Big-Tex owned and
     operated approximately 285 poster and painted faces in the Brownwood, Texas
     metro area. The Company also entered into a non-compete  agreement with the
     former principals of Big-Tex for a period of ten years from the date of the
     acquisition,  payable in ten annual  installments  of $10,000  beginning in
     February  1999.  The note payable,  discounted  for imputed  interest costs
     computed at 8.5 percent,  is included in long-term debt in the accompanying
     consolidated  balance  sheets.  No goodwill was recorded in connection with
     the purchase.

     On March 3, 1998, the Company  acquired the outdoor  advertising  assets of
     Norwood Outdoor,  Inc. (Norwood) for $1,020,768.  The Company paid $370,768
     in cash and financed  $650,000  with bank debt.  Norwood owned and operated
     approximately  140 poster and painted  bulletin  faces in the Brady,  Texas
     metro area. No goodwill was recorded in connection with the purchase.

     On May 1, 1998,  the Company  purchased the outdoor  advertising  assets of
     Edgar  Outdoor  Advertising  Co.  (Edgar)  for  $933,661,  paid  in cash at
     closing.  Edgar owned and operated  approximately 62 painted bulletin faces
     in central  Texas.  The Company also entered into a  non-compete  agreement
     with the former principals of Edgar for a period of ten years from the date
     of the  acquisition.  No  goodwill  was  recorded  in  connection  with the
     purchase.

     On June 1, 1998, the Company purchased the outdoor  advertising assets of J
     & J Sign Company (J & J), located in Silver City,  New Mexico.  The Company
     paid $347,947 in cash at closing. J & J owned and operated approximately 40
     painted bulletin faces in Southwestern New Mexico. No goodwill was recorded
     in connection with the purchase.

     On August 14, 1998, the Company purchased the outdoor advertising assets of
     T & C Outdoor (T & C) in Crowley,  Texas for  $171,614 in cash. T & C owned
     and  operated  approximately  20 faces in central  Texas.  No goodwill  was
     recorded in connection with the purchase.

     On November 16, 1998, the Company purchased the outdoor  advertising assets
     of Faris  Outdoor  Advertising  (Faris) for  $2,563,408.  The Company  paid
     $63,408 in cash and  financed  $2,500,000  with bank debt.  Faris owned and
     operated  approximately 132 painted bulletin faces in Fort Worth, Texas. No
     goodwill was recorded in connection with the purchase.

     On January 4, 1999, the Company purchased the outdoor advertising assets of
     Big-Tex  Outdoor  Advertising  (Big-Tex  Granbury) in  Granbury,  Texas for
     $1,549,507.  The Company paid $49,507 in cash and financed  $1,500,000 with
     bank debt.  Big-Tex  Granbury owned and operated  approximately  83 painted
     bulletin faces in the Granbury, Texas area. The Company also entered into a
     non-compete  agreement with the former principals of Big-Tex Granbury for a
     period of 10 years from the date of the purchase.  No goodwill was recorded
     in connection with the purchase.

                                                                     (Continued)
                                      F22
<PAGE>


                           BOWLIN OUTDOOR ADVERTISING
                          & TRAVEL CENTERS INCORPORATED
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                            January 31, 2000 and 1999





     On March 1, 1999, the Company purchased the outdoor  advertising  assets of
     GDM Outdoor  Advertising (GDM) in Tyler, Texas for $1,353,376.  The Company
     paid $3,376 in cash and financed  $1,350,000  with bank debt. GDM owned and
     operated  approximately 86 painted bulletin faces in the Tyler, Texas area.
     The Company  also  entered  into a  non-compete  agreement  with the former
     principals  of GDM for a period of 10 years from the date of  purchase.  No
     goodwill was recorded in connection with the purchase.

     On April 30, 1999, the Company purchased the outdoor  advertising assets of
     Borderline Outdoor Advertising, Inc. (Borderline) located in Bedford, Texas
     for  $162,575.  The Company  financed  $150,000  and paid  $12,575 in cash.
     Borderline owned and operated  approximately nine painted bulletin faces in
     central Texas. No goodwill was recorded in connection with the purchase.

     The following unaudited pro forma information presents the combined results
     of operations  for the years ended January 31, 2000 and 1999, as though the
     acquisitions  of  Norwood,  Edgar,  Faris,  Big-Tex  Granbury  and  GDM had
     occurred  on  February  1, 1998.  The  unaudited  pro forma  results do not
     purport to be indicative  of what would have occurred had the  acquisitions
     actually  been  made as of such date or of  results  which may occur in the
     future.

<TABLE>
<S>
                                                                                <C>                <C>
                                                                             2000               1999
                                                                       -----------------   ----------------

       Net sales                                                        $     35,013              31,317
                                                                       =================   ================
       Net income                                                       $        329                 423
                                                                       =================   ================
       Earnings per basic and diluted share                             $        .07                 .10
                                                                       =================   ================
</TABLE>

     Adjustments  made  in  arriving  at the  pro  forma  unaudited  results  of
     operations   include  increased   interest  expense  on  acquisition  debt,
     depreciation on fixed assets acquired, amortization of goodwill and related
     tax adjustments.

     The effects of the Company's  acquisitions  of J & J, T & C and  Borderline
     are not material to the combined  results of  operations of the Company for
     the years ended January 31, 2000 and 1999.


                                      F23
<PAGE>


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

          None.

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Certain  information  required by Part III is  incorporated by reference to
the Company's  definitive  proxy  statement  pursuant to Regulation  14A ("Proxy
Statement") relating to the 2000 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

     Certain  information  required by Part III is  incorporated by reference to
the  Company's   definitive   Proxy   Statement   under  the  section   entitled
"Compensation of Executive Officers."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Certain  information  required by this item is incorporated by reference to
the corresponding section of the Company's definitive Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain  information  required by this item is incorporated by reference to
the corresponding  section of the Company's definitive Proxy Statement under the
section entitled "Certain Transactions and Relationships".

                                     PART IV

ITEM 14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      Exhibits

         The exhibits as indexed below are included as part of this Form 10-K.

(b)      Reports on Form 8-K

         No reports were filed on Form 8-K during the three months ended January
         31, 2000.


                                       23
<PAGE>

                                INDEX TO EXHIBITS
<TABLE>
<S>
     <C>                                 <C>                                               <C>

------------------ ------------------------------------------------ ----------------------------------------------------
     EXHIBIT                                                                              METHOD
     NUMBER                          DESCRIPTION                                         OF FILING
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.1         Purchase Agreement dated April 1, 1997 between   (Incorporated by  reference;  previously  filed as
                   the  Registrant  and the McCarty Company          Exhibit 2.1 to the  Registrant's Report Form 8-K
                                                                     dated April 15, 1997)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.2         Purchase Agreement dated December 9, 1997        (Incorporated by reference; previously filed as
                   between the Registrant and Sweezy Outdoor         Exhibit 2.2 to the Registrant's Report Form 10-QSB
                   Advertising, Inc.                                 dated December 15, 1997)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.3         Purchased Agreement dated February 1, 1998       (Incorporated by reference; previously filed as
                   between the Registrant and Big-Tex Outdoor        Exhibit 2.3 to the Registrant's Report Form 10-KSB
                   Advertising, Inc.                                 dated April 26, 1998)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.4         Purchase Agreement dated March 2, 1998 between   (Incorporated by reference;  previously filed as
                   the Registrant and Norwood Outdoor,  Inc.         Exhibit 2.4 to the  Registrant's  Report Form
                                                                     10-KSB dated April 26, 1998)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.5         Purchase Agreement dated May 1, 1998 between     (Incorporated by reference; previously filed as
                   the Registrant and Edgar Outdoor Advertising      Exhibit 2.5 to the Registrant's Report Form 10-Q
                   Co.                                               dated June 12, 1998)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.6         Purchase Agreement dated June 1, 1998 between    (Incorporated by reference; previously filed as
                   the Registrant and J & J Signs.                   Exhibit 2.6 to the Registrant's Report Form 10-Q
                                                                     dated September 11, 1998)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.7         Purchase Agreement dated March 2, 1998 between   (Incorporated by reference;  previously  filed as
                   the  Registrant and Faris Outdoor  Advertising,   Exhibit 2.7 to the Registrant's Report
                   Inc.                                              Form 10-Q dated December 14, 1998)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.8         Purchase Agreement dated January 4, 1999         (Incorporated by reference; previously filed as
                   between the Registrant and Big-Tex Outdoor        Exhibit 2.8 to the Registrant's Report Form 10-K
                   Advertising Inc. of Granbury, Texas.              dated April 30, 1999)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       2.9         Purchase Agreement dated March 1, 1999 between   (Incorporated by  reference;  previously  filed as
                   the  Registrant  and GDM Outdoor  Advertising,    Exhibit 2.9 to the Registrant's Report
                   Inc.                                              Form 10-K dated April 30, 1999)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      2.10         Purchase  Agreement  dated  April 30, 1999       (Incorporated  by reference;  previously  filed as
                   between the  Registrant  and Borderline           Exhibit 2.9 to the  Registrant's  Report
                   Outdoor Advertising, Inc.                         Form 10-K  dated April 30, 1999)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       3.1         Articles of Incorporation of Registrant          (Incorporated by reference; previously filed as
                                                                     Exhibit 3.1 to the Registrant's Form SB-2
                                                                     Registration Statement, File No. 333-12957 (the
                                                                     "Form SB-2")
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       3.2         By-laws of Registrant                            (Incorporated by reference; previously filed as
                                                                     Exhibit 3.2 to the Form SB-2
------------------ ------------------------------------------------ ----------------------------------------------------

                                       24
<PAGE>

------------------ ------------------------------------------------ ----------------------------------------------------
     EXHIBIT                                                                              METHOD
     NUMBER                          DESCRIPTION                                         OF FILING
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
        4          Specimen of Common Stock Certificate             (Incorporated by reference; previously filed as
                                                                     Exhibit 4 to the Form SB-2)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.1         Form of Billboard Outdoor Advertising            (Incorporated by reference; previously filed as
                   Agreement                                         Exhibit 10.1 to the Form SB-2)
 ----------------- ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.2         Form of Poster Outdoor Advertising Agreement     (Incorporated by reference; previously filed as
                                                                     Exhibit 10.2 to the Form SB-2)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.3         Distributor Franchise Agreement, dated as of     (Incorporated by reference;  previously  filed as
                   July 19,  1995,  between the Registrant and       Exhibit 10.3 to the Form SB-2)
                   CITGO Petroleum Corporation
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.4         Form of Representative's Option                  (Incorporated by reference; previously filed as
                                                                     Exhibit 10.4 to the Form SB-2)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.5         Form of Employment Agreement, dated as of        (Incorporated by reference; previously filed as
                   September 27, 1996, between the Registrant and    Exhibit 10.5 to the Form SB-2)
                   Michael L. Bowlin
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.6         Form of Employment Agreement, dated as of        (Incorporated by reference; previously filed as
                   September 27, 1996, between the Registrant and    Exhibit 10.6 to the Form SB-2)
                   C. Christopher Bess
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.7         Loan Agreement,  dated as of January 31, 1995,   (Incorporated by reference;  previously filed as
                   between the Registrant and First Security         Exhibit 10.7 to the Form SB-2)
                   Bank  of New Mexico, ("First Security Bank")
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.8         Loan Agreement,  dated as of May 16, 1995,       (Incorporated  by reference;  previously  filed as
                   between the  Registrant  and First Security       Exhibit 10.8 to the Form SB-2)
                   Bank
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.9         Promissory Note,  dated as of May 16, 1995,      (Incorporated by reference; previously filed as
                   payable to First Security Bank in the             Exhibit  10.9 to the Form SB-2)
                   aggregate  principal amount of $900,000
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.10        [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.11        Revision Agreement,  dated as of May 16, 1995,   (Incorporated by reference;  previously filed as
                   between the Registrant and First Security         Exhibit 10.11 to the Form SB-2)
                   Bank
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.12        [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------


                                       25
<PAGE>
------------------ ------------------------------------------------ ----------------------------------------------------
     EXHIBIT                                                                              METHOD
     NUMBER                          DESCRIPTION                                         OF FILING
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.13        [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.14        [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.15        [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.16        [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.17        Lease, dated as of November 22, 1966,  between   (Incorporated by  reference;  previously  filed as
                   Clara May Basset and the Registrant, as           Exhibit 10.17 to the Form SB-2)+
                   amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.18        Lease, dated as of January 12, 1987, between     (Incorporated by reference; previously filed as
                   Janet Prince and the Registrant                   Exhibit 10.18 to the Form SB-2)+
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.19        Commercial Lease, dated as of September 21,      (Incorporated by reference;  previously  filed as
                   1986,  between  the State of Arizona and the      Exhibit  10.19 to the Form SB-2)
                   Registrant, as amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.20        Business Lease, dated as of March 16, 1995,      (Incorporated by reference;   previously  filed  as
                   between  the  New  Mexico Commissioner  of        Exhibit 10.20 to the Form SB-2)
                   Public Lands and the Registrant, as amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.21        Lease,  dated as of June 3, 1974, between the    (Incorporated by reference;  previously filed as
                   Registrant and Elbert and Ina Jean Roundy,        Exhibit 10.21 to the Form SB-2) +
                   as amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.22        Lease Agreement, dated as of June 23, 1989,      (Incorporated by reference; previously filed as
                   between the Registrant and Rex Kipp, Jr., as      Exhibit 10.22 to the Form SB-2)+
                   amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.23        Lease, dated as of September 29, 1983, between   (Incorporated by reference; previously filed as
                   J.T. and Idra M. Turner and the Registrant        Exhibit 10.23 to the Form SB-2)+
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.24        Business Lease, dated as of October 1, 1991,     (Incorporated by reference; previously filed as
                   between the Registrant and the New Mexico         Exhibit 10.24 to the Form SB-2)
                   Commissioner  of Public Lands
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.25        Commercial Lease, dated as of September 21,      (Incorporated by reference;  previously filed as
                   1986,  between the Registrant and the State of    Exhibit 10.25 to the Form SB-2)
                   Arizona,  as amended
------------------ ------------------------------------------------ ----------------------------------------------------

                                       26
<PAGE>
------------------ ------------------------------------------------ ----------------------------------------------------
     EXHIBIT                                                                              METHOD
     NUMBER                          DESCRIPTION                                         OF FILING
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.26        Commercial Lease, dated as of June 11, 1986,     (Incorporated by reference; previously filed as
                   between the Registrant and the State of           Exhibit 10.26 to the Form SB-2)
                   Arizona, as amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.27        1996 Stock Option Plan                           (Incorporated by reference; previously filed as
                                                                     Exhibit 10.27 to the Form SB-2)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.28        Profit-Sharing 401(k) Plan and Trust             (Incorporated by reference; previously filed as
                                                                     Exhibit 10.28 to the Form SB-2)

------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      10.29        Letter of Agreement,  dated as of April 26,      (Incorporated by reference;  previously filed as
                   1996,  between the Registrant and  Miller         Exhibit   10.29  to  the  Form  SB-2)
                   Capital Corporation, as amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.30         [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.31         [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.32         "Dairy Queen" Operating Agreement, dated as of   (Incorporated by reference; previously filed as
                   March 10, 1983,  between Interstate Dairy Queen   Exhibit 10.32 to the Form SB-2)
                   Corporation and the Registrant  d/b/a DQ/B
                   of Edgewood,  NM,  together  with  amendments
                   and  ancillary agreements related thereto
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.33         "Dairy Queen" Operating Agreement, dated as of   (Incorporated by reference; previously filed as
                   May 1, 1982, between Interstate Dairy Queen       Exhibit 10.33 to the Form SB-2)
                   Corporation  and the  Registrant  d/b/a DQ/B of
                   Flying C, New Mexico,  together with  amendments
                   and ancillary  agreements related thereto
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.34         "Dairy Queen" Store Operating Agreement, dated   (Incorporated by reference; previously filed as
                   as of November 18,1986, between Dairy Queen of    Exhibit 10.34 to the Form SB-2)
                   Southern Arizona, Inc. and the Registrant,
                   together with amendments and ancillary
                   agreements related thereto
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.35         "Dairy Queen" Operating Agreement, dated as of   (Incorporated by reference; previously filed as
                   September 1, 1982, between Interstate Dairy       Exhibit 10.35 to the Form SB-2)
                   Queen Corporation and the Registrant d/b/a DQ
                   of Bluewater, New Mexico, together with
                   amendments and ancillary agreements related
                   thereto
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.36         [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------


                                       27
<PAGE>
------------------ ------------------------------------------------ ----------------------------------------------------
     EXHIBIT                                                                              METHOD
     NUMBER                          DESCRIPTION                                         OF FILING
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.37         "Dairy Queen" Store Operating License            (Incorporated by reference; previously filed as
                   Agreement, dated as of February 1, 1984,          Exhibit 10.37 to the Form SB-2)
                   between  Dairy  Queen of  Arizona,  Inc.
                   and the Registrant, together with amendments
                   and ancillary agreements related thereto
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.38         "Dairy Queen" Operating Agreement dated as of    (Incorporated by reference; previously filed as
                   October 30, 1985, between Interstate Dairy        Exhibit 10.38 to the Form SB-2)
                   Queen Corporation and the Registrant, as
                   amended
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.39         "Dairy Queen" Operating Agreement, dated as of   (Incorporated by reference; previously filed as
                   June 7, 1989, between Interstate Dairy Queen      Exhibit 10.39 to the Form SB-2)
                   Corporation and the Registrant  d/b/a "DQ" at
                   Butterfield  Station,  together with amendments
                   and ancillary agreements related thereto
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.40         Letter of Agreement, dated as of March 1,        (Incorporated by reference; previously filed as
                   1987, between Stuckey's  Corporation and the      Exhibit 10.40 to the Form SB-2)
                   Registrant  confirming franchise of Benson, AZ
                   Stuckey's Pecan Shoppe
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.41         Franchise  Agreement,  dated as of February 22,  (Incorporated by reference;  previously filed as
                   1982,  between  Stuckey's, Inc.  and the          Exhibit  10.41 to the Form  SB-2)
                   Registrant, together with a related Personal
                   Guaranty and Indemnity
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.42         [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.43         [Intentionally omitted]
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.44         Credit  Agreement with First Security Bank,      (Incorporated by reference; previously filed as
                   dated as of November 25, 1997, granting the       Exhibit  10.44 to theRegistrant's  Report
                   Registrant funds in the aggregate                 Form 10-QSB dated December 15, 1997)
                   principal amount of $10,500,000
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
     10.45         Credit agreement with First Security Bank,       (Incorporated by reference; previously filed as
                   dated as of November 10, 1998 granting the        Exhibit 10.44 to the Registrant's Report Form 10-Q
                   Registrant  funds  available in the aggregate     dated December 14, 1998)
                   amount of $30,000,000.
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       21          List of Subsidiaries                             (Incorporated by reference; previously filed as
                                                                     Exhibit 21 to the Registrant's Report Form 10-KSB
                                                                     dated May 1, 1997)
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
      23.1         Consent of KPMG LLP                              Filed herewith
------------------ ------------------------------------------------ ----------------------------------------------------
------------------ ------------------------------------------------ ----------------------------------------------------
       27          Financial Data Schedule                          Filed herewith
------------------ ------------------------------------------------ ----------------------------------------------------

+ Confidential treatment granted as to certain portions of this exhibit.




</TABLE>


                                       28
<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                                   BOWLIN Outdoor Advertising
                                                   & Travel Centers Incorporated

                                                   By: /s/ MICHAEL L. BOWLIN
                                                       -----------------------
                                                   Michael L. Bowlin, Chairman
                                                   of the Board, President and
                                                   Chief Executive Officer

Date:    April 28, 2000

     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been  signed  by the  following  persons  on behalf  of the  Company  and in the
capacities and on the dates indicated:

                Signature                                      Date

By: /s/ MICHAEL L. BOWLIN                                     April 28, 2000
    -----------------------------------------------
     Michael L. Bowlin, Chairman of the Board,
     President, CEO and Director (Principal
     Executive Officer)

By: /s/ C. CHRISTOPHER BESS                                   April 28, 2000
    -----------------------------------------------
     C. Christopher Bess, Executive Vice President,
     Chief Operating Officer, and Director

By: /s/ NINA J. PRATZ                                         April 28, 2000
    -----------------------------------------------
     Nina J. Pratz, Senior Vice President, Chief
     FinancialOfficer, Treasurer and Secretary,
     and Director

By: /s/ JACK AYERS                                            April 28, 2000
    -----------------------------------------------
     Jack Ayers, Director

By: /s/ ROBERT L. BECKETT                                     April 28, 2000
    -----------------------------------------------
     Robert L. Beckett, Director

By: /s/ JAMES A. CLARK                                        April 28, 2000
    -----------------------------------------------
     James A. Clark, Director


By: /s/ HAROLD VAN TONGEREN                                   April 28, 2000
    -----------------------------------------------
     Harold Van Tongeren, Director