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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)
11/19/2004

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	11/19/2004		J⁽¹⁾	V	13,823	D	⁽¹⁾	330,965	I	LLC⁽²⁾
Class A Common Stock	11/19/2004		J⁽¹⁾	V	138	A	⁽¹⁾	577,738	D
Class A Common Stock	11/19/2004		J⁽¹⁾	V	13,685	A	⁽¹⁾	13,685	I	Trusts⁽³⁾
Class A Common Stock	11/19/2004		J⁽⁴⁾		13,685	D	⁽⁴⁾	0	I	Trusts⁽³⁾
Class A Common Stock	11/19/2004		J⁽⁴⁾		13,292	A	⁽⁴⁾	591,030	D
Class A Common Stock	11/19/2004		J⁽⁴⁾		262	A	⁽⁴⁾	1,036,923	I	Trusts⁽⁵⁾
Class A Common Stock	11/19/2004		J⁽⁶⁾	V	29,117	D	⁽⁶⁾	253,525	I	LLC⁽⁶⁾
Class A Common Stock	11/19/2004		J⁽⁶⁾	V	291	A	⁽⁶⁾	591,321	D
Class A Common Stock	11/19/2004		J⁽⁶⁾	V	28,826	A	⁽⁶⁾	28,826	I	Trust⁽⁷⁾
Class A Common Stock	11/19/2004		G	V	28,826	D	⁽⁸⁾	0	I	Trust⁽⁷⁾
Class A Common Stock	12/13/2004		S		50,000	D	$42.2692	541,321	D
Class A Common Stock	12/13/2004		S		120,000	D	$42.2692	916,923	I	Trusts⁽⁵⁾

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)	⁽⁹⁾	12/13/2004		J⁽⁹⁾			1	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	⁽⁹⁾	⁽⁹⁾	1⁽⁹⁾	D
Forward Contract (right/obligation to sell)	⁽¹⁰⁾	12/13/2004		J⁽¹⁰⁾			1	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	⁽¹⁰⁾	⁽¹⁰⁾	1⁽¹⁰⁾	I	Trust⁽¹¹⁾
Forward Contract (right/obligation to sell)	⁽¹⁰⁾	12/13/2004		J⁽¹⁰⁾			1	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	⁽¹⁰⁾	⁽¹⁰⁾	1⁽¹⁰⁾	I	Trust⁽¹¹⁾

Explanation of Responses:

1. Mr. Lamar has voting and dispositive control over shares held in the CWL3 No. 2DG, LLC (the "LLC"). On November 19, 2004, the LLC distributed an aggregate of 13,823 shares to its members on a pro rata basis as follows: 138 shares to Mr. Lamar and 13,685 shares to Mr. Lamar's spouse as trustee of the Lamar A-00 Trusts for the benefit of his children (the "Trusts").

2. Shares held by the LLC.

3. Shares held by the Trusts.

4. The Trusts subsequently transferred 13,292 shares to Mr. Lamar in payment of principal and interest owed to Mr. Lamar pursuant to a note executed by the Trusts in favor of Mr. Lamar on September 8, 2000. The Trusts also distributed 262 shares to Lurry L. Hamilton, Jr. as trustee of the Lamar Children's Trusts for the benefit of Mr. Lamar's minor children (the "Other Trusts") and 131 shares to a third party, all in payment of certain obligations under guaranty agreements. None of the shares held by the third party is attributable to Mr. Lamar, and he disclaims any beneficial ownership thereof.

5. Shares held by the Other Trusts.

6. Mr. Lamar has voting and dispositive control over shares held in the CWL3 No. 3C, LLC (the "3C LLC"). On November 19, 2004, the 3C LLC distributed an aggregate of 29,117 shares to its members on a pro rata basis as follows: 291 shares to Mr. Lamar and 28,826 to Mr. Lamar's spouse as trustee of the Charles W. Lamar III Charitable Lead Annuity Trust No. 1 (the "Charitable Trust"). Mr. Lamar disclaims any beneficial ownership of the shares held by the Charitable Trust.

7. Shares held by the Charitable Trust.

8. Shares donated as a gift.

9. Please refer to footnote 9 in attachment.

10. Please refer to footnote 10 in attachment.

11. Held by one of the Other Trusts.

Remarks:

	Charles W. Lamar III	12/15/2004
	** 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 9:



On December 13, 2004, Mr. Lamar entered

into a forward sale contract (the "Agreement")

with an unaffiliated third party (the "Buyer")

for the sale of up to 200,000 shares of Class A

common stock.  The Agreement provides that

Mr. Lamar will deliver to the Buyer on May 19,

2008 (the "Maturity Date") shares of Class A

common stock (or, at the option of Mr. Lamar,

the cash equivalent of such shares) as follows:

(a) if $38.5830 is greater than the closing price

of the Class A common stock on the Maturity

Date (the "Settlement Price"), 200,000 shares;

(b) if the Settlement Price is greater than

$38.5830 but less than $58.3461, a percentage

of the 200,000 shares equal to $38.5830 divided

by the Settlement Price; (c) if the Settlement

Price is greater than $58.3461, a percentage of

the 200,000 shares equal to $38.5830 plus the

difference between the Settlement Price and

$58.3461, divided by the Settlement Price.

In consideration therefor, the Agreement

provides that Mr. Lamar has 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 December

13, 2004, but no later than 5 business days

before the Maturity Date.  The Post-Payment

Amount will be calculated by the Buyer and

will equal 200,000 shares multiplied by the

present value of $38.5830 (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 200,000 shares

multiplied by $38.5830 and will be paid to Mr.

Lamar on the Maturity Date.





Footnote 10:



On December 13, 2004, each of the Other

Trusts entered into identical forward sale

contracts (the "Agreements") with an

unaffiliated third party (the "Buyer") for the

sale of up to 50,000 shares of Class A common

stock.  Each Agreement provides that the

respective Other Trust will deliver to the Buyer

on May 19, 2008 (the "Maturity Date") shares

of Class A common stock (or, at the option of

the respective Trust, the cash equivalent of such

shares) as follows: (a) if $38.6730 is greater

than the closing price of Class A common stock

on the Maturity Date (the "Settlement Price"),

50,000 shares, (b) if the Settlement Price is

greater than $38.6730 but less than $53.8414,

a percentage of the 50,000 shares equal to

$38.6730 divided by the Settlement Price, and

(c) if the Settlement Price is greater than

$53.8414, a percentage of the 50,000 shares

equal to $38.6730 plus the difference between

the Settlement Price and the $53.8414, divided

by the Settlement Price.  In consideration

therefor pursuant to the Agreements, each

Other Trust received $1,771,360.