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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAMAR CHARLES W III

(Last)

(First)

(Middle)

5551 CORPORATE BOULEVARD

(Street)

BATON ROUGE

70808

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAMAR ADVERTISING CO/NEW [ LAMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/21/2004		J⁽¹⁾		100,000	A	$40.03	4,295,242	I⁽¹⁾	Trust⁽¹⁾
Class A Common Stock	05/21/2004		J⁽¹⁾		100,000	A	$40.03	4,295,242	I⁽¹⁾	Trust⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Contract (right/obligation to sell)	⁽²⁾	05/21/2004		J⁽²⁾		1		⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾	⁽²⁾	0⁽²⁾	I	Limited Liability Company
Forward Contract (right/obligation to sell)	⁽³⁾	05/21/2004		J⁽³⁾		1		⁽³⁾	⁽³⁾	Class A Common Stock	⁽³⁾	⁽³⁾	0⁽³⁾	I	Limited Liability Company
Forward Contract (right/obligation to sell)	⁽⁴⁾	05/21/2004		J⁽⁴⁾			1	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	⁽⁴⁾	⁽⁴⁾	1⁽⁴⁾	I	Limited Liability Company
Forward Contract (right/obligation to sell)	⁽⁵⁾	05/21/2004		J⁽⁵⁾			1	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	⁽⁵⁾	⁽⁵⁾	1⁽⁵⁾	I⁽⁵⁾	Trust⁽⁵⁾
Forward Contract (right/obligation to sell)	⁽⁵⁾	05/21/2004		J⁽⁵⁾			1	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	⁽⁵⁾	⁽⁵⁾	1⁽⁵⁾	I⁽⁵⁾	Trust⁽⁵⁾
Forward Contract (right/obligation to sell)	⁽⁶⁾	05/21/2004		J⁽⁶⁾			1	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	⁽⁶⁾	⁽⁶⁾	1⁽⁶⁾	I⁽⁶⁾	Trust⁽⁶⁾
Forward Contract (right/obligation to sell)	⁽⁶⁾	05/21/2004		J⁽⁶⁾			1	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	⁽⁶⁾	⁽⁶⁾	1⁽⁶⁾	I⁽⁶⁾	Trust⁽⁶⁾
Call option (obligation to sell)	$58.3	05/21/2004		E⁽¹⁾			1	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	0⁽¹⁾	I⁽¹⁾	Trust⁽¹⁾
Call option (obligation to sell)	$58.3	05/21/2004		E⁽¹⁾			1	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	⁽¹⁾	0⁽¹⁾	I⁽¹⁾	Trust⁽¹⁾

Explanation of Responses:

1. On May 21, 2004, two identical zero-cost collars entered into by each of the Courtney Trust and the Madison Trust on May 21, 2002 were cancelled, both of which had stated expiration dates of May 18, 2005. Each of the Courtney Trust and the Madison Trust received a cash payment in consideration of the cancellation of the put option held by them as part of the zero-cost collar. The reporting person is neither a beneficiary nor trustee of the Courtney Trust or the Madison Trust, the beneficiaries of which are his minor children, and he disclaims any beneficial ownership in these shares.

2. On May 21, 2004, a forward sale contract entered into on May 15, 2002, as amended, by Lamar Investment Fund, LLC (the "LLC") expired. The LLC settled the contract by paying in cash an amount equal to 156,000 shares of Class A common stock at a value determined on May 21, 2004.

3. On May 21, 2004, a forward sale contract entered into on May 15, 2001, as amended, by the LLC expired. The LLC settled the contract by paying in cash an amount equal to 144,000 shares of Class A common stock at a value determined on May 21, 2004.

4. On May 21, 2004, the LLC entered into a forward sale contract (the "Agreement") with an unaffiliated third party (the "Buyer") for the sale of up to 400,000 shares of Class A common stock. The Agreement provides that the LLC will deliver to the Buyer on May 21, 2008 (the "Maturity Date") shares of Class A common stock (or, at the option of the LLC, the cash equivalent of such shares) as follows: (a) if $39.64 is greater than the closing price of the Class A common stock on the Maturity Date (the "Settlement Price"), 400,000 shares; (b) if the Settlement Price is greater than $39.64 but less than $55.49, a percentage of the 400,000 shares equal to the $39.64 divided by the Settlement Price; (c) if the Settlement Price is greater than $55.49, a percentage of the 400,000 shares equal to $39.64 plus the difference between the Settlement Price and $55.49 divided by the Settlement Price. In consideration therefor pursuant to the Agreement, the LLC received $13,248,000.

5. Please refer to footnote 5 in attachment.

6. Please refer to footnote 6 in attachment.

Remarks:

	Charles W. Lamar III	05/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Footnote 5:

On May 21, 2004, The Courtney Josephine
Lamar Trust (the "Courtney Trust") and The
Madison Charles Lamar Trust (the "Madison
Trust") each entered into an identical forward
sale contract (the "Trust Agreements") with
an unaffiliated third party (the "Buyer") each
for the sale of up to 50,000 shares of Class A
common stock.  Each Trust Agreement
provides that the Courtney Trust or the
Madison Trust, respectively, will deliver to
the Buyer on May 21, 2006 (the "First Trust
Maturity Date") shares of Class A common
stock as follows:  (a) if $35.67 is greater than
the closing price of the Class A common stock
on the First Trust Maturity Date (the "First
Trust Settlement Price"), 50,000 shares;
(b) if the First Trust Settlement Price is
greater than $35.67 but less than $47.01, a
percentage of the 50,000 shares equal to
$35.67 divided by the First Trust Settlement
Price; (c) if the First Trust Settlement Price
is greater than $47.01, a percentage of the
50,000 shares equal to $35.67 plus the
difference between the First Trust Settlement
Price and $47.01 divided by the First Trust
Settlement Price.  In consideration therefor,
the Trust Agreements provide that the
Courtney Trust and the Madison Trust each
have the right, upon proper notice, to designate
one or more Post-Payment Dates on which the
Buyer will pay the Post-Payment Amount.
A Post-Payment Date may be any business
day after May 21, 2004, but no later than
5 business days before the First Trust Maturity
Date.  The Post-Payment Amount will be
calculated by the Buyer and will equal (for
each Trust Agreement) 50,000 shares
multiplied by the present value of $35.67
(discounted by the prevailing LIBOR/Swap
Rate plus a spread for the remaining term
of the transaction).  If no Post-Payment Date
is designated, the Post-Payment Amount will
equal (for each Trust Agreement) 50,000 shares
multiplied by $35.67 and will be paid to the
Courtney Trust and the Madison Trust,
respectively, on the First Trust Maturity Date.
The reporting person is neither a beneficiary,
nor the trustee of the Madison Trust or the
Courtney Trust, the beneficiaries of which are
his minor children, and he disclaims any
beneficial ownership interest in these shares.


Footnote 6:

On May 21, 2004, the Courtney Trust and
the Madison Trust each entered into an identical
forward sale contract (the "Trust Contracts")
with an unaffiliated third party (the "Buyer")
each relating to up to 50,000 shares of Class A
common stock.  Each Trust Contract provides
that the Courtney Trust or the Madison Trust,
respectively, will deliver to the Buyer on May
21, 2008 (the "Second Trust Maturity Date")
shares of Class A common stock as follows:
(a) if $35.67 is greater than the closing price
of the Class A common stock on the Second
Trust Maturity Date (the "Second Trust
Settlement Price"), 50,000 shares; (b) if the
Second Trust Settlement Price is greater than
$35.67 but less than $55.29, a percentage of
the 50,000 shares equal to $35.67 divided by
the Second Trust Settlement Price; (c) if the
Second Trust Settlement Price is greater than
$55.29, a percentage of the 50,000 shares
equal to $35.67 plus the difference between
the Second Trust Settlement Price and $55.29
divided by the Second Trust Settlement Price.
In consideration therefor, the Trust Contracts
provide that the Courtney Trust and the
Madison Trust each have the right, upon proper
notice, to designate one or more Post-Payment
Dates on which the Buyer will pay the Post-
Payment Amount.  A Post-Payment Date may
be any business day after May 21, 2004, but
no later than 5 business days before the Second
Trust Maturity Date.  The Post-Payment
Amount will be calculated by the Buyer and
will equal (for each Trust Agreement) 50,000
shares multiplied by the present value of $35.67
(discounted by the prevailing LIBOR/Swap
Rate plus a spread for the remaining term of the
transaction).  If no Post-Payment Date is
designated, the Post-Payment Amount will equal
(for each Trust Agreement) 50,000 shares
multiplied by $35.67 and will be paid to the
Courtney Trust and the Madison Trust,
respectively, on the Second Trust Maturity Date.
The reporting person is neither a beneficiary,
nor the trustee of the Madison Trust or the
Courtney Trust, the beneficiaries of which are
his minor children, and he disclaims any
beneficial ownership interest in these shares.