AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2003

                                                     REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           LAMAR ADVERTISING COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                            
                          DELAWARE                                                      72-1449411
                (STATE OR OTHER JURISDICTION                                         (I.R.S. EMPLOYER
             OF INCORPORATION OR ORGANIZATION)                                    IDENTIFICATION NUMBER)

                            5551 CORPORATE BOULEVARD
                          BATON ROUGE, LOUISIANA 70808
                                 (225) 926-1000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                             ---------------------
                              KEVIN P. REILLY, JR.
                            CHIEF EXECUTIVE OFFICER
                           LAMAR ADVERTISING COMPANY
                            5551 CORPORATE BOULEVARD
                          BATON ROUGE, LOUISIANA 70808
                                 (225) 926-1000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                             ---------------------
                                WITH A COPY TO:

                              GEORGE TICKNOR, ESQ.
                               PALMER & DODGE LLP
                             111 HUNTINGTON AVENUE
                        BOSTON, MASSACHUSETTS 02119-7613
                                 (617) 573-0100

        Approximate date of commencement of proposed sale to the public:

   From time to time after the effective date of this registration statement.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

   Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement relates to the $288,000,000 of
securities registered hereby and to the $212,000,000 of securities remaining
unsold under the Registration Statement on Form S-3 (No. 333-48288) previously
filed by the Registrant.

                        CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------

                                                                PROPOSED MAXIMUM OFFERING   PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES TO BE REGISTERED  AMOUNT TO BE REGISTERED       PRICE PER UNIT(1)          OFFERING PRICE(2)(3)
- ----------------------------------------------------------------------------------------------------------------------
                                                                                   
Debt Securities of Lamar Advertising
 Company (the "Company")(3)...
- ----------------------------------------------------------------------------------------------------------------------
Guarantees of Co-Registration of
 Debt Securities(4)...
- ----------------------------------------------------------------------------------------------------------------------
Preferred Stock, $.001 par value, of
 the Company...
- ----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.001 par
 value, of the Company...
- ----------------------------------------------------------------------------------------------------------------------
Warrants of the Company...
- ----------------------------------------------------------------------------------------------------------------------
Total for Securities Being
 Registered for the Account of the
 Registrant(5)...                          $288,000,000(6)                 100%                    $288,000,000(6)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------

                                         AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED  REGISTRATION FEE
                                   
Debt Securities of Lamar Advertising
 Company (the "Company")(3)...
- -----------------------------------------------------------------------
Guarantees of Co-Registration of
 Debt Securities(4)...
- ----------------------------------------------------------------------------------------
Preferred Stock, $.001 par value, of
 the Company...
- ---------------------------------------------------------------------------------------------------------
Class A Common Stock, $.001 par
 value, of the Company...
- ----------------------------------------------------------------------------------------------------------------------
Warrants of the Company...
- ----------------------------------------------------------------------------------------------------------------------
Total for Securities Being
 Registered for the Account of the
 Registrant(5)...                        $23,299.20
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------

(1) The proposed maximum offering price per unit of the securities being
    registered for the account of the Registrant will be determined from time to
    time by the Registrant in connection with the issuance by the Registrant of
    the securities registered hereunder.

(2) The proposed maximum aggregate offering price of the securities being
    registered for the account of the Registrant has been estimated solely for
    the purpose of calculating the registration fee pursuant to Rule 457(o)
    under the Securities Act. Rule 457(o) permits the registration fee to be
    calculated on the basis of the maximum offering price of all of the
    securities listed and, therefore, the table does not specify by each class
    information as to the amount to be registered, the maximum offering price
    per unit or the proposed maximum aggregate offering price.

(3) If any Debt Securities are issued at an original issue discount, then the
    offering price shall be in such greater principal amount as shall result in
    an aggregate initial offering price not to exceed $288,000,000.

(4) No separate consideration will be received from purchasers of Debt
    Securities with respect to these Guarantees and, therefore, no registration
    fee is attributable to the Guarantees of the Debt Securities.

(5) In no event will the aggregate offering price of all securities issued from
    time to time by the Registrant for its own account pursuant to this
    Registration Statement exceed 288,000,000 or the equivalent thereof in one
    or more foreign currencies, foreign currency units or composite currencies.
    The aggregate amount of Lamar Class A common stock registered hereunder for
    the account of the Registrant is further limited to that which is
    permissible under Rule 415(a)(4) under the Securities Act. The securities
    registered hereunder may be sold separately or as units with other
    securities registered hereby.

(6) Does not include securities having an aggregate maximum offering price equal
    to $212,000,000 eligible to be sold under the Registrant's Registration
    Statement on Form S-3 (No. 333-48288), which are being carried forward to
    this Registration Statement. The amount of the filing fee associated with
    such securities, which was previously paid in connection with the earlier
    registration statement, was $55,968.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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

                        TABLE OF ADDITIONAL REGISTRANTS

                                                         STATE OR OTHER JURISDICTION OF          IRS EMPLOYER
 EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER     INCORPORATION OR ORGANIZATION     IDENTIFICATION NUMBER
- -------------------------------------------------------  -------------------------------   ------------------------
                                                                                     
American Signs, Inc. ..................................            Washington                     91-1642046
Canadian TODS Limited..................................        Nova Scotia, Canada                   N/A
Colorado Logos, Inc. ..................................             Colorado                      84-1480715
Delaware Logos, L.L.C. ................................             Delaware                      51-0392715
Florida Logos, Inc. ...................................              Florida                      65-0671887
Georgia Logos, L.L.C. .................................              Georgia                      72-1469485
Hardin Development Corporation.........................              Florida                      59-3194679
Interstate Logos, L.L.C. ..............................             Louisiana                     72-1490893
Kansas Logos, Inc. ....................................              Kansas                       48-1187701
Kentucky Logos, LLC....................................             Kentucky                      62-1839054
Lamar Advan, Inc. .....................................           Pennsylvania                    25-1736076
Lamar Advantage GP Company, LLC........................             Delaware                      72-1490891
Lamar Advantage Holding Company........................             Delaware                      76-0619569
Lamar Advantage LP Company, LLC........................             Delaware                      76-0637519
Lamar Advantage Outdoor Company, L.P. .................             Delaware                      74-2841299
Lamar Advertising of Colorado Springs, Inc. ...........             Colorado                      72-0931093
Lamar Advertising of Kentucky, Inc. ...................             Kentucky                      61-1306385
Lamar Advertising of Louisiana, L.L.C. ................             Louisiana                     72-1462297
Lamar Advertising of Michigan, Inc. ...................             Michigan                      38-3376495
Lamar Advertising of Oklahoma, Inc. ...................             Oklahoma                      73-1178474
Lamar Advertising of Penn, LLC.........................             Delaware                      72-1462301
Lamar Advertising of South Dakota, Inc. ...............           South Dakota                    46-0446615
Lamar Advertising of Youngstown, Inc. .................             Delaware                      23-2669670
Lamar Advertising Southwest, Inc. .....................              Nevada                       85-0113644
Lamar Air, L.L.C. .....................................             Louisiana                     72-1277136
Lamar Benches, Inc. ...................................             Oklahoma                      73-1524386
Lamar Central Outdoor, Inc. ...........................             Delaware                      76-0637519
Lamar DOA Tennessee Holdings, Inc. ....................             Delaware                      41-1991164
Lamar DOA Tennessee, Inc. .............................             Delaware                      41-1882464
Lamar Electrical, Inc. ................................             Louisiana                     72-1392115
Lamar Florida, Inc. ...................................              Florida                      72-1467178
Lamar I-40 West, Inc. .................................             Oklahoma                      73-1498886
Lamar Media Corp.......................................             Delaware                      72-1205791
Lamar OCI North Corporation............................             Delaware                      38-2885263
Lamar OCI South Corporation............................            Mississippi                    64-0520092
Lamar Ohio Outdoor Holding Corp........................               Ohio                        34-1597561
Lamar Oklahoma Holding Company, Inc. ..................             Oklahoma                      73-1474290
Lamar Pensacola Transit, Inc. .........................              Florida                      59-3391978
Lamar Pinnacle Acquisition Co..........................              Georgia                      02-0667329
Lamar T.T.R., L.L.C. ..................................              Arizona                      86-0928767
Lamar Tennessee, L.L.C. ...............................             Tennessee                     72-1309007
Lamar Texas General Partner, Inc. .....................             Louisiana                     72-1309003
Lamar Texas Limited Partnership........................               Texas                       72-1309005
Lamar Transit Advertising of New Orleans, LLC..........             Delaware                      52-2122268
LC Billboard L.L.C. ...................................             Delaware                      63-1692342
Maine Logos, L.L.C. ...................................               Maine                       72-1492985
Michigan Logos, Inc. ..................................             Michigan                      38-3071362
Minnesota Logos, Inc. .................................             Minnesota                     41-1800355
Mississippi Logos, L.L.C. .............................            Mississippi                    72-1469487
Missouri Logos, LLC....................................             Missouri                      72-1485587
Nebraska Logos, Inc. ..................................             Nebraska                      72-1137877
Nevada Logos, Inc. ....................................              Nevada                       88-0373108
New Jersey Logos, L.L.C. ..............................            New Jersey                     72-1469048
New Mexico Logos, Inc. ................................            New Mexico                     85-0446801
Ohio Logos, Inc. ......................................               Ohio                        72-1148212
Oklahoma Logos, L.L.C. ................................             Oklahoma                      72-1469103
Outdoor Marketing Systems, Inc. .......................           Pennsylvania                    23-2659279
Outdoor Marketing Systems, LLC.........................           Pennsylvania                    23-2659279
Outdoor Promotions West, LLC...........................             Delaware                      22-3598746
Parsons Development Company............................              Florida                      59-3500218
Revolution Outdoor Advertising, Inc. ..................              Florida                      59-3418650
South Carolina Logos, Inc. ............................          South Carolina                   58-2152628
Stokely Ad Agency, L.L.C. .............................             Oklahoma                      43-2007969
Tennessee Logos, Inc. .................................             Tennessee                     62-1649765
Texas Logos, L.P. .....................................               Texas                       72-1490894
The Lamar Company, L.L.C. .............................             Louisiana                     72-1462298
TLC Properties II, Inc. ...............................               Texas                       72-1336624
TLC Properties, Inc. ..................................             Louisiana                     72-0640751
TLC Properties, L.L.C. ................................             Louisiana                     72-1417495
Trans West Outdoor Advertising, Inc. ..................            California                     33-0825978
Transit America Las Vegas, L.L.C. .....................             Delaware                      88-0386243
Triumph Outdoor Holdings, LLC..........................             Delaware                      13-3990438
Triumph Outdoor Rhode Island, LLC......................             Delaware                      05-0500914
Utah Logos, Inc. ......................................               Utah                        72-1148211
Virginia Logos, LLC....................................             Virginia                      62-1839208
Washington Logos, L.L.C. ..............................            Washington                     73-1648809

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2003

PROSPECTUS

                                  $500,000,000

                           LAMAR ADVERTISING COMPANY

                       DEBT SECURITIES, PREFERRED STOCK,
                       CLASS A COMMON STOCK AND WARRANTS

     Lamar Advertising Company may offer to the public from time to time in one
or more series or issuances:

     - debt securities consisting of debentures, notes or other evidences of
       indebtedness;

     - shares of its preferred stock;

     - shares of its Class A common stock; or

     - warrants to purchase Class A common stock, preferred stock or debt
       securities.

     Lamar Class A common stock trades on the Nasdaq National Market under the
symbol "LAMR". Any Class A common stock sold by means of a prospectus supplement
to this prospectus may be listed on the Nasdaq National Market.

     This prospectus provides you with a general description of the securities
that we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information" beginning on page 1 of this
prospectus before you make your investment decision.

     In this prospectus, "Lamar," "we," "us" and "our" refer to Lamar
Advertising Company, excluding, unless the context otherwise requires, its
subsidiaries.

     SEE RISK FACTORS BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THESE SECURITIES.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.

                The date of this prospectus is           , 2003.

                               TABLE OF CONTENTS

                                                               PAGE
                                                               ----
                                                            
Where You Can Find More Information.........................     1
Business of Lamar...........................................     2
Note Regarding Forward-Looking Statements...................     2
Risk Factors................................................     4
Use of Proceeds.............................................     8
Ratio of Earnings to Fixed Charges and Preferred Stock
  Dividends.................................................     8
Description of Debt Securities..............................     9
Description of Preferred Stock..............................    16
Description of Lamar Class A Common Stock...................    19
Description of Warrants.....................................    20
Plan of Distribution........................................    22
Legal Matters...............................................    23
Experts.....................................................    23

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. You should rely only on the information that
we have provided or incorporated by reference in this prospectus or any
prospectus supplement. We have not authorized anyone to provide you with
information different from that contained in this prospectus. No dealer,
salesperson or other person is authorized to give any information or to
represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representation. This prospectus is an offer to sell
only the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. You should assume that the
information in this prospectus or any prospectus supplement is accurate only as
of the date on the front of the document and that any information we have
incorporated by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of a security.

                                        i

                      WHERE YOU CAN FIND MORE INFORMATION

     Lamar and Lamar Media each file annual, quarterly and special reports and
other information with the SEC. Lamar also files proxy statements with the SEC.
You may read and copy any document we file at the SEC's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Lamar and
Lamar Media's SEC filings are also available on the SEC's Website at
"http://www.sec.gov." Copies of certain information filed by us with the SEC are
also available on our website at http://www.lamar.com.Our website is not part of
this prospectus.

     The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus, provided, however, that we are not incorporating any
information furnished under Item 9 or Item 12 of any Current Report on Form 8-K:

     - Annual Report on Form 10-K for the year ended December 31, 2002 filed
       with the SEC on March 26, 2003;

     - Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and
       June 30, 2003 filed with the SEC on May 15, 2003 and August 13, 2003,
       respectively;

     - Current Reports on Form 8-K of Lamar filed with the SEC on June 5, 2003
       and June 16, 2003 and by Lamar Media on June 2, 2003;

     - The description of the Class A common stock contained in our Registration
       Statement on Form 8-A/A filed with the SEC on July 27, 1999.

     You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:

                              Shareholder Services
                           Lamar Advertising Company
                            5551 Corporate Boulevard
                             Baton Rouge, LA 70808
                                 (225) 926-1000

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in and incorporated by reference into this prospectus. We are offering
to sell securities and soliciting offers to buy securities only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of securities offered by this
prospectus.

                                        1

                               BUSINESS OF LAMAR

     We are one of the largest outdoor advertising companies in the United
States based on number of displays and have operated under the Lamar name since
1902. As of June 30, 2003, we owned and operated approximately 149,000 billboard
advertising displays in 43 states, operated over 97,000 logo sign displays in 21
states and the province of Ontario, Canada, and operated approximately 13,000
transit advertising displays in 15 states.

     The three principal areas that make up our business are:

     - Billboard advertising.  We offer our customers a fully integrated
       service, covering their billboard display requirements from ad copy
       production to placement and maintenance. Our billboard advertising
       displays are comprised of bulletins and posters. As a result of their
       greater impact and higher cost, bulletins are usually located on major
       highways. Posters are usually concentrated on major traffic arteries or
       on city streets to target pedestrian traffic.

     - Logo signs.  We are the largest provider of logo sign services in the
       United States, operating 21 of the 26 privatized state logo sign
       contracts. Logo signs are erected near highway exits to direct motor
       traffic to service and tourist attractions, as well as to advertise gas,
       food, camping and lodging.

     - Transit advertising.  We provide transit advertising in 40 transit
       markets. Transit displays appear on the exterior or interior of public
       transportation vehicles or stations, such as buses, trains, commuter
       rail, subways, platforms and terminals.

     Our business has grown rapidly through a combination of internal growth and
acquisitions. Our growth has been enhanced by strategic acquisitions that
resulted in increased operating efficiencies, greater geographic diversification
and increased market penetration. Historically, we have focused on small to mid-
sized markets where we have pursued acquisition opportunities in order to
establish a leadership position. Since January 1, 1997, we have successfully
completed over 490 acquisitions of outdoor advertising businesses and assets.
Our acquisitions have expanded our operations in major markets. We currently
have a presence in 24 of the top 50 outdoor advertising markets in the United
States. Our large national footprint gives us the ability to offer cross-market
advertising opportunities to both our local and national advertising customers.

     Our principal executive offices are located at 5551 Corporate Boulevard,
Baton Rouge, Louisiana 70808 and our telephone number is (225) 926-1000.

                   NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus, including documents incorporated by reference, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These are
statements that relate to future periods and include statements regarding our
anticipated performance.

     Generally, the words anticipates, believes, expects, intends, estimates,
projects, plans and similar expressions identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause our actual results, performance or
achievements or industry results, to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These risks, uncertainties and other important factors are described
in this prospectus, including under "Risk Factors" and include, among others:

     - the performance of the U.S. economy generally and the level of
       expenditures on advertising, including, in particular, outdoor
       advertising;

     - our ability to renew expiring and negotiate new contracts at favorable
       rates;

     - our ability to fully utilize our outdoor advertising capacity;

     - the integration of businesses that we acquire and our ability to
       recognize cost savings or operating efficiencies as a result of these
       acquisitions;
                                        2

     - risks and uncertainties relating to our significant indebtedness;

     - our need for and ability to obtain additional funding for acquisitions or
       operations; and

     - the regulation of the outdoor advertising industry by federal, state and
       local governments.

     Although we believe that the statements contained in this prospectus are
based upon reasonable assumptions, we can give no assurance that our goals will
be achieved. Given these uncertainties, prospective investors are cautioned not
to place undue reliance on these forward-looking statements. These forward-
looking statements are made as of the date of this prospectus. We assume no
obligation to update or revise them or provide reasons why actual results may
differ.

                                        3

                                  RISK FACTORS

     An investment in our securities involves a number of risks. In deciding
whether to invest, you should carefully consider the following factors, the
information contained in this prospectus and the other information that we have
referred you to. It is especially important to keep these risk factors in mind
when you read forward-looking statements.

WE MAY BE UNABLE TO GENERATE SUFFICIENT CASH FLOW TO SATISFY OUR SIGNIFICANT
DEBT SERVICE OBLIGATIONS.

     Our ability to generate cash flow from operations to make principal and
interest payments on our debt will depend on our future performance, which will
be affected by a range of economic, competitive and business factors. We cannot
control many of these factors, including general economic conditions, our
customers' allocation of advertising expenditures among available media and the
amount spent on advertising in general. If our operations do not generate
sufficient cash flow from operations to satisfy our debt service obligations, we
may need to borrow additional funds to make these payments or undertake
alternative financing plans, such as refinancing or restructuring our debt, or
reducing or delaying capital investments and acquisitions. Additional funds or
alternative financing may not be available to us on favorable terms, or at all.
Our inability to generate sufficient cash flow from operations or obtain
additional funds or alternative financing on acceptable terms could have a
material adverse effect on our business, financial condition and results of
operations.

RESTRICTIONS IN OUR DEBT AGREEMENTS AND IN THE DEBT AGREEMENTS OF OUR WHOLLY
OWNED SUBSIDIARY, LAMAR MEDIA CORP., REDUCE OUR OPERATING FLEXIBILITY AND
CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.

     The terms of Lamar Media's bank credit facility and the indentures relating
to Lamar Media's outstanding notes restrict, among other things, our ability and
the ability of Lamar Media to:

     - incur or repay debt;

     - dispose of assets;

     - create liens;

     - make investments;

     - enter into affiliate transactions; and

     - pay dividends.

     Under Lamar Media's bank credit facility it must maintain specified
financial ratios and levels including:

     - a minimum interest coverage ratio;

     - a minimum fixed charges coverage ratio;

     - a maximum senior debt ratio; and

     - a maximum total debt ratio.

     If we fail to comply with these tests, the lenders have the right to cause
all amounts outstanding under Lamar Media's bank credit facility to become
immediately due. If this were to occur, and the lenders decide to exercise their
right to accelerate the indebtedness, it would create serious financial problems
for us and could lead to an event of default under the indentures governing our
debt, including the notes. Any of these events could have a material adverse
effect on our business, financial condition and results of operations. Our
ability to comply with these restrictions, and any similar restrictions in
future agreements, depends on our operating performance. Because our performance
is subject to prevailing economic, financial and business conditions and other
factors that are beyond our control, we may be unable to comply with these
restrictions in the future.

                                        4

OUR REVENUES ARE DERIVED FROM ADVERTISING AND ADVERTISING IS PARTICULARLY
SENSITIVE TO CHANGES IN ECONOMIC CONDITIONS AND ADVERTISING TRENDS.

     We sell advertising space to generate revenues. Advertising spending is
particularly sensitive to changes in general economic conditions and advertising
spending typically decreases when economic conditions are tough. A decrease in
demand for advertising space could adversely affect our business. A reduction in
money spent on our advertising displays could result from:

     - a general decline in economic conditions;

     - a decline in economic conditions in particular markets where we conduct
       business;

     - a reallocation of advertising expenditures to other available media by
       significant customers; or

     - a decline in the amount spent on advertising in general.

OUR OPERATIONS ARE SIGNIFICANTLY IMPACTED BY THE REGULATION OF OUTDOOR
ADVERTISING BY FEDERAL, STATE AND LOCAL GOVERNMENTS.

     Our operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business. The federal
government conditions federal highway assistance on states imposing location
restrictions on the placement of billboards on primary and interstate highways.
Federal laws also impose size, spacing and other limitations on billboards. Some
states have adopted standards more restrictive than the federal requirements.
Local governments generally control billboards as part of their zoning
regulations. Some local governments have enacted ordinances that require removal
of billboards by a future date. In addition, four states have enacted bans on
billboard advertising.

     Others prohibit the construction of new billboards and the reconstruction
of significantly damaged billboards, or allow new construction only to replace
existing structures.

     Local laws that mandate removal of billboards at a future date often do not
provide for payment to the owner for the loss of structures that are required to
be removed. Some federal and state laws require payment of compensation in such
circumstances. Local laws that require the removal of a billboard without
compensation have been challenged in state and federal courts with conflicting
results. Accordingly, we may not be successful in negotiating acceptable
arrangements when our displays have been subject to removal under these types of
local laws.

     Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Additional regulations or
changes in the current laws regulating and affecting outdoor advertising at the
federal, state or local level may have a material adverse effect on our results
of operations.

OUR CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES
COSTS AND UNCERTAINTIES.

     Historically, we have substantially increased our inventory of advertising
displays through acquisitions. Our growth strategy involves acquiring outdoor
advertising businesses and assets in markets where we currently compete, as well
as in new markets. The following factors, however, may affect our ability to
continue to pursue this strategy effectively:

     - there might not be suitable acquisition candidates, particularly as a
       result of the consolidation of the outdoor advertising industry, and we
       may have a more difficult time negotiating acquisitions that are
       favorable to us;

     - we may face increased competition from other outdoor advertising
       companies, which may have greater financial resources than us, for the
       businesses and assets we wish to acquire, which may result in higher
       prices for those businesses and assets;

     - we may not have access to sufficient capital resources on acceptable
       terms, if at all, to finance our acquisitions and may not be able to
       obtain required consents from our lenders;

                                        5

     - we may be unable to effectively integrate acquired businesses and assets
       with our existing operations as a result of unforeseen difficulties that
       could require significant time and attention from our management that
       would otherwise be directed at developing our existing business; and

     - we may not realize the benefits and cost savings that we anticipate from
       our acquisitions.

WE FACE COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS AND
OTHER FORMS OF ADVERTISING THAT COULD HURT OUR PERFORMANCE.

     We cannot be sure that in the future we will compete successfully against
the current and future forms of outdoor advertising and other media. The
competitive pressure that we face could adversely affect our profitability or
financial performance. Although we are one of the largest companies focusing
exclusively on outdoor advertising, we face competition from larger companies
with more diversified operations that also include television, radio and other
broadcast media. In addition, our diversified competitors have the opportunity
to cross-sell their different advertising products to their customers. We also
face competition from other forms of media, including newspapers, direct mail
advertising and the Internet. We must also compete with an increasing variety of
other out-of-home advertising media that include advertising displays in
shopping centers, malls, airports, stadiums, movie theaters and supermarkets,
and on taxis, trains and buses.

IF OUR CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING LOSSES COULD
HURT OUR BUSINESS.

     Although we have developed contingency plans designed to deal with the
threat posed to advertising structures by hurricanes and other natural
disasters, it is possible that these plans will not work. If these plans fail,
significant losses could result.

     We have determined that it is not economical to obtain insurance against
losses from hurricanes and other natural disasters. Instead, we have developed
contingency plans to deal with the threat of hurricanes. For example, we remove
the advertising faces on billboards at the onset of a storm, when possible,
which better permits the structures to withstand high winds during a storm. We
then replace these advertising faces after the storm has passed. However, these
plans may not be effective in the future and, if they are not, significant
losses may result.

OUR LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.

     A portion of our revenues and operating income come from our state-awarded
service contracts for logo signs. For the six months ended June 30, 2003,
approximately 5% of our net revenues were derived from our logo sign contracts.
We cannot predict what remaining states, if any, will start logo sign programs
or convert state-run logo sign programs to privately operated programs. We
currently compete with three other logo sign providers, as well as local
companies, for state-awarded service contracts for logo signs. Generally, state-
awarded logo sign contracts have terms of five to ten years with additional
renewal periods. Some states have the right to terminate a contract early, but
in most cases must pay compensation to the logo sign provider for early
termination. At the end of the term of the contract, ownership of the structures
is transferred to the state. Depending on the contract in question, the logo
sign provider may or may not be entitled to compensation at the end of the
contract term. Of our 21 logo sign contracts in place at June 30, 2003, one
terminated in July and three are scheduled to terminate in 2003, one in
September and two in December, and one is subject to renewal in September 2003.
The states may not award us new logo sign contracts or renew our existing
contracts. In addition, after a new state-awarded logo contract is received, we
generally incur significant start-up costs. If we do not continue to have access
to the capital necessary to finance those costs we would not be able to accept
new contracts.

WE HAVE SIGNIFICANT STOCKHOLDERS WHO ARE ABLE TO CONTROL THE OUTCOME OF ALL
MATTERS SUBMITTED TO OUR STOCKHOLDERS FOR APPROVAL AND WHOSE INTERESTS MAY BE
DIFFERENT THAN YOURS.

     Certain members of the Reilly family, including Kevin P. Reilly, Jr., our
president and chief executive officer, as of June 30, 2003, own in the aggregate
approximately 16% of Lamar's common stock, assuming the

                                        6

conversion of all Class B common stock to Class A common stock. This represents
65% of Lamar's outstanding voting stock. By virtue of such stock ownership, such
persons have the power to:

     - elect our entire board of directors;

     - control our management and policies; and

     - determine the outcome of any corporate transaction or other matters
       required to be submitted to our stockholders for approval, including the
       amendment of its certificate of incorporation, mergers, consolidation and
       the sale of all or substantially all of its or our assets.

     As their interests in Lamar may be different from your interests, the
foregoing stockholders may exercise their control in a manner detrimental to
your interests.

OUR BY-LAWS AND CERTIFICATE OF INCORPORATION CONTAIN CERTAIN ANTI-TAKEOVER
PROVISIONS THAT MAY MAKE IT HARDER TO REALIZE A PREMIUM OVER OUR CLASS A COMMON
STOCK'S MARKET PRICE OR MAY AFFECT THE MARKET PRICE OF THE NOTES AND THE CLASS A
COMMON STOCK

     Certain provisions of our certificate of incorporation and by-laws may
discourage a third party from offering to purchase us. These provisions,
therefore, inhibit actions that would result in a change in control of us. Some
of these actions would otherwise give the holders of the Class A common stock
(into which the notes are convertible) the opportunity to realize a premium over
the then-prevailing market price of the stock.

     These provisions may also adversely affect the market price of the notes
and the Class A common stock. For example, under our certificate of
incorporation we can issue "blank check" preferred stock with such designations,
rights and preferences as our board of directors determines from time to time.
If issued, this type of preferred stock could be used as a method of
discouraging, delaying or preventing a change in control of us. In addition, if
we issue preferred stock, it may adversely affect the voting and dividend
rights, rights upon liquidation and other rights that holders of the common
stock currently hold. We do not currently intend to issue any shares of this
type of preferred stock, but retain the right to do so in the future.

     Furthermore, we are subject to Section 203 of the Delaware General
Corporation Law, which may discourage takeover attempts. Section 203 generally
prohibits a publicly held Delaware corporation from engaging in a business
combination with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder.

YOU MAY NOT RECEIVE ANY CASH DIVIDENDS ON YOUR CLASS A COMMON STOCK.

     Lamar has never paid cash dividends on its Class A common stock and does
not currently plan to do so in the future.

                                        7

                                USE OF PROCEEDS

     Except as otherwise provided in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, which may include the repayment,
refinancing, redemption or repurchase of existing indebtedness or capital stock,
working capital, capital expenditures, acquisitions of outdoor advertising
assets and businesses and investments. Additional information on the use of net
proceeds from the sale of securities offered by this prospectus may be set forth
in the prospectus supplement relating to that offering.

        RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

     The following table sets forth our ratio of earnings to combined fixed
charges and preferred stock dividends on a historical basis for the periods
indicated. For purposes of this calculation, "earnings" consist of income (loss)
before income taxes and fixed charges. "Fixed charges" consist of interest,
amortization of debt issuance costs, preferred stock dividends and the component
of rental expense believed by management to be representative of the interest
factor for those amounts.

                                                                                   SIX MONTHS
                                                  YEAR ENDED DECEMBER 31,        ENDED JUNE 30,
                                              --------------------------------   --------------
                                              1998   1999   2000   2001   2002        2003
                                              ----   ----   ----   ----   ----   --------------
                                                               
Ratio of Earnings to Fixed Charges(1).......    --     --     --     --     --          --
Ratio of Earnings to Fixed Charges and
  Preferred Stock Dividends(2)(3)...........    --     --     --     --     --          --

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

(1) For the years ended December 31, 1998, 1999, 2000, 2001 and 2002 and the six
    months ended June 30, 2003, the ratio of earnings to fixed charges was less
    than a one-to-one coverage due to a deficiency of $11,716, $53,115,
    $130,855, $153,943, $55,657 and $35,069, respectively.

(2) For the years ended December 31, 1998, 1999, 2000, 2001 and 2002 and the six
    months ended June 30, 2003, the ratio of earnings to fixed charges and
    preferred stock dividends was less than a one-to-one coverage due to a
    deficiency of $12,081, $53,480, $131,220, $154,308, $56,022 and $35,251,
    respectively.

(3) In August 1996, the company issued 5,719.49 shares of Class A preferred
    stock, $638 par value per share. The Class A preferred stock is entitled to
    a cumulative annual preferential dividend of $63.80 per share. In July 1999,
    the Class A preferred stock was reclassified as "Series AA preferred stock"
    with identical rights and privileges, except that the Series AA preferred
    stock has voting rights. All 5,719.49 shares of Class A preferred stock were
    exchanged for an equal number of Series AA preferred stock, all of which
    were outstanding at June 30, 2000. Following the exchange, there were no
    shares of Class A preferred stock issued and outstanding.

                                        8

                         DESCRIPTION OF DEBT SECURITIES

     We will issue the debt securities offered by this prospectus and any
accompanying prospectus supplement under an indenture to be entered into by
Lamar, the subsidiaries of Lamar, if any, that may guarantee the payment
obligations of Lamar under any series of debt securities, which will be referred
to herein as the guarantors, and a trustee to be identified in the applicable
prospectus supplement, as trustee. The terms of the debt securities will include
those stated in the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939, as in effect on the date of the indenture.
We have filed a copy of the proposed form of indenture as an exhibit to the
registration statement in which this prospectus is included. Each indenture will
be subject to and governed by the terms of the Trust Indenture Act of 1939.

     We may offer under this prospectus up to $500,000,000 aggregate principal
amount of debt securities; or if debt securities are issued at a discount, or in
a foreign currency, foreign currency units or composite currency, the principal
amount as may be sold for an initial public offering price of up to
$500,000,000. Unless otherwise specified in the applicable prospectus
supplement, the debt securities will represent direct, unsecured obligations of
Lamar and will rank equally with all of our other unsecured indebtedness.

     The following statements relating to the debt securities and the indenture
are summaries and do not purport to be complete, and are subject in their
entirety to the detailed provisions of the indenture.

GENERAL

     We may issue the debt securities in one or more series with the same or
various maturities, at par, at a premium, or at a discount. We will describe the
particular terms of each series of debt securities in a prospectus supplement
relating to that series, which we will file with the SEC. To review the terms of
a series of debt securities, you must refer to both the prospectus supplement
for the particular series and to the description of debt securities in this
prospectus.

     The prospectus supplement will set forth the following terms of the debt
securities in respect of which this prospectus is delivered:

     (1) the title;

     (2) the aggregate principal amount;

     (3) the issue price or prices (expressed as a percentage of the aggregate
         principal amount thereof);

     (4) any limit on the aggregate principal amount;

     (5) the date or dates on which principal is payable;

     (6) the interest rate or rates (which may be fixed or variable) or, if
         applicable, the method used to determine the rate or rates;

     (7) the date or dates from which the interest, if any, will be payable and
         any regular record date for the interest payable;

     (8) the place or places where principal and, if applicable, premium and
         interest, is payable;

     (9) the terms and conditions upon which Lamar may, or the holders may
         require Lamar to, redeem or repurchase the debt securities;

     (10) the denominations in which the debt securities may be issuable, if
          other than denominations of $1,000 or any integral multiple thereof;

     (11) whether the debt securities are to be issuable in the form of
          certificated debt securities (as described below) or global debt
          securities (as described below);

     (12) the portion of principal amount that will be payable upon declaration
          of acceleration of the maturity date if other than the principal
          amount of the debt securities;

     (13) the currency of denomination;
                                        9

     (14) the designation of the currency, currencies or currency units in which
          payment of principal and, if applicable, premium and interest, will be
          made;

     (15) if payments of principal and, if applicable, premium or interest, on
          the debt securities are to be made in one or more currencies or
          currency units other than the currency of denomination, the manner in
          which the exchange rate with respect to these payments will be
          determined;

     (16) if amounts of principal and, if applicable, premium and interest may
          be determined (a) by reference to an index based on a currency or
          currencies other than the currency of denomination or designation or
          (b) by reference to a commodity, commodity index, stock exchange index
          or financial index, then the manner in which these amounts will be
          determined;

     (17) the provisions, if any, relating to any security provided for the debt
          securities;

     (18) any addition to or change in the covenants and/or the acceleration
          provisions described in this prospectus or in the indenture;

     (19) any events of default, if not otherwise described under "Events of
          Default";

     (20) the terms and conditions for conversion into or exchange for shares of
          Class A common stock or preferred stock;

     (21) any other terms, which may modify or delete any provision of the
          indenture insofar as it applies to that series;

     (22) any depositaries, interest rate calculation agents, exchange rate
          calculation agents or other agents;

     (23) the terms and conditions, if any, upon which the debt securities and
          any guarantees thereof shall be subordinated in right of payment to
          other indebtedness of Lamar or any guarantor; and

     (24) the form and terms of any guarantee.

     We may issue discount debt securities that provide for an amount less than
the stated principal amount to be due and payable upon acceleration of the
maturity of the debt securities in accordance to the terms of the indenture. We
may also issue debt securities in bearer form, with or without coupons. If we
issue discount securities or debt securities in bearer form, we will describe
United States federal income tax considerations and other special considerations
that apply to the debt securities in the applicable prospectus supplement.

     We may issue debt securities denominated in or payable in a foreign
currency or currencies or a foreign currency unit or units. If we do so, we will
describe the restrictions, elections, general tax considerations, specific terms
and other information with respect to the issue of debt securities and the
foreign currency or currencies or foreign currency unit or units in the
applicable prospectus supplement.

EXCHANGE AND/OR CONVERSION RIGHTS

     If we issue debt securities that may be exchanged for or converted into
shares of Class A common stock or preferred stock, we will describe the term of
exchange or conversion in the prospectus supplement relating to those debt
securities.

TRANSFER AND EXCHANGE

     We may issue debt securities that will be represented by either:

     (1) "book-entry securities," which means that there will be one or more
         global securities registered in the name of The Depository Trust
         Company, as depository, or a nominee of the depository; or

     (2) "certificated securities," which means that they will be represented by
         a certificate issued in definitive registered form.

                                        10

     We will specify in the prospectus supplement applicable to a particular
offering whether the debt securities offered will be book-entry or certificated
securities. Except as set forth under "-- Global Debt Securities and Book Entry
System" below, book-entry debt securities will not be issuable in certificated
form.

CERTIFICATED DEBT SECURITIES

     If you hold certificated debt securities, you may transfer or exchange them
at the trustee's office or at the paying agency in accordance with the terms of
the indenture. You will not be charged a service charge for any transfer or
exchange of certificated debt securities, but may be required to pay an amount
sufficient to cover any tax or other governmental charge payable in connection
with the transfer or exchange.

     You may effect the transfer of certificated debt securities and of the
right to receive the principal of, premium, and/or interest, if any, on your
certificated debt securities only by surrendering the certificate representing
your certificated debt securities and having us or the trustee issue a new
certificate to the new holder.

GLOBAL DEBT SECURITIES AND BOOK ENTRY SYSTEM

     The depository has indicated that it would follow the procedures described
below to book-entry debt securities.

     Only participants that have accounts with the depository for the related
global debt security or persons that hold interests through these participants
may own beneficial interests in book-entry debt securities. Upon the issuance of
a global debt security, the depository will credit, on its book-entry
registration and transfer system, each participants' account with the principal
amount of the book-entry debt securities represented by the global debt security
that is beneficially owned by that participant. The accounts to be credited will
be designated by any dealers, underwriters or agents participating in the
distribution of the book-entry debt securities. Ownership of book-entry debt
securities will be shown on, and the transfer of the ownership interests will be
effected only through, records maintained by the depository for the related
global debt security (with respect to interests of participants) and on the
records of participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of the securities in definitive form. These
laws may impair your ability to own, transfer or pledge beneficial interests in
book-entry debt securities.

     So long as the depository for a global debt security, or its nominee, is
the registered owner of the global debt security, the depository or its nominee
will be considered the sole owner or holder of the book-entry debt securities
represented by the global debt security for all purposes under the indenture.
Except as described below, beneficial owners of book-entry debt securities will
not be entitled to have these securities registered in their names, will not
receive or be entitled to receive physical delivery of a certificate in
definitive form representing these securities and will not be considered the
owners or holders of these securities under the indenture. Accordingly, each
person who beneficially owns book-entry debt securities and desires to exercise
their rights as a holder under the indenture, must rely on the procedures of the
depository for the related global debt security and, if this person is not a
participant, on the procedures of the participant through which that person owns
its interest, to exercise such rights.

     We understand, however, that under existing industry practice, the
depository will authorize the persons on whose behalf it holds a global debt
security to exercise certain rights of holders of debt securities. Lamar and its
agents, and the guarantors, if any, the trustee, and any of their agents, will
treat as the holder of a debt security the persons specified in a written
statement of the depository with respect to that global debt security for
purposes of obtaining any consents or directions required to be given by holders
of the debt securities under the indenture.

     Payments of principal and, if applicable, premium and interest, on
book-entry debt securities will be made to the depository or its nominee, as the
case may be, as the registered holder of the related global debt security. Lamar
and its agents, and the guarantors, if any, the trustee, and any of their agents
will not have any responsibility or liability for any aspect of the records
relating to or payments made on account of

                                        11

beneficial ownership interests in the global debt security or for maintaining,
supervising or reviewing any records relating to the beneficial ownership
interests.

     We expect that the depository, upon receipt of any payment of principal of,
premium, if any, or interest, if any, on a global debt security, will
immediately credit participants' accounts with payments in amounts proportionate
to the amounts of book-entry debt securities held by each participant as shown
on the records of the depository. We also expect that payments by participants
to owners of beneficial interests in book-entry debt securities held through
these participants will be governed by standing customer instructions and
customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in "street name." These
payments will be the responsibility of the participants.

     If the depository is at any time unwilling or unable to continue as
depository or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, we will appoint a successor depository. If we do not
appoint a successor depository registered as a clearing agency under the
Securities Exchange Act of 1934 within 90 days, we will issue certificated debt
securities in exchange for each global debt security. In addition, we may at any
time and in our sole discretion determine not to have the book-entry debt
securities of any series represented by one or more global debt securities. In
that case, we will issue certificated debt securities in exchange for the global
debt securities of that series. Global debt securities will also be exchangeable
by the holders for certificated debt securities if an event of default with
respect to the book-entry debt securities represented by that global debt
securities has occurred and is continuing. Any certificated debt securities
issued in exchange for a global debt security will be registered in the name or
names that the depository instructs the trustee. We expect that these
instructions will be based upon directions received by the depository from
participants.

     We obtained the information in this section concerning the depository and
the depository's book-entry system from sources we believe to be reliable, but
we do not take any responsibility for the accuracy of this information.

NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL

     The indenture does not have any covenants or other provisions providing for
a put or increased interest or otherwise that would afford holders of debt
securities additional protection in the event of a recapitalization transaction,
a change of control of Lamar or a highly leveraged transaction. If we offer any
covenants of this type or provisions with respect to any debt securities in the
future, we will describe them in the applicable prospectus supplement.

COVENANTS

     Unless otherwise indicated in this prospectus or a prospectus supplement,
the debt securities will not have the benefit of any covenants that limit or
restrict our business or operations, the pledging of our assets or the
incurrence by us of indebtedness. We will describe in the applicable prospectus
supplement any material covenants of a series of debt securities.

     With respect to any series of senior subordinated debt securities, we will
agree not to issue debt which is, expressly by its terms, subordinated in right
of payment to any other debt of Lamar or Lamar Media, its wholly owned direct
subsidiary, and which is not ranked on a parity with, or subordinate and junior
in right of payment to, the senior subordinated debt securities.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     We will agree in the indenture that we will not consolidate with or merge
into any other person or convey, transfer, sell or lease our properties and
assets substantially as an entirety to any person, unless:

     (1) the person formed by the consolidation or into or with which we are
         merged or the person to which our properties and assets are conveyed,
         transferred, sold or leased, is a corporation organized and existing
         under the laws of the United States, any State thereof or the District
         of Columbia and, if we are not the surviving person, the surviving
         person has expressly assumed all of our obligations,
                                        12

         including the payment of the principal of and, premium, if any, and
         interest on the debt securities and the performance of the other
         covenants under the indenture; and

     (2) immediately after giving effect to the transaction, no event of
         default, and no event which, after notice or lapse of time or both,
         would become an event of default, has occurred and is continuing under
         the indenture.

EVENTS OF DEFAULT

     Unless otherwise specified in the applicable prospectus supplement, the
following events will be events of default under the indenture with respect to
debt securities of any series:

     (1) we fail to pay any principal of, or premium, if any, when it becomes
         due;

     (2) we fail to pay any interest within 30 days after it becomes due;

     (3) we fail to observe or perform any other covenant in the debt securities
         or the indenture for 45 days after written notice from the trustee or
         the holders of not less than 25% in aggregate principal amount of the
         outstanding debt securities of that series;

     (4) we are in default under one or more agreements, instruments, mortgages,
         bonds, debentures or other evidences of indebtedness under which we or
         any significant subsidiaries then has more than $25 million in
         outstanding indebtedness, individually or in the aggregate, and either
         (a) this indebtedness is already due and payable in full or (b) this
         default or defaults have resulted in the acceleration of the maturity
         of the indebtedness;

     (5) any final judgment or judgments that can no longer be appealed for the
         payment of more than $25 million in money (not covered by insurance) is
         rendered against us or any of our significant subsidiaries and has not
         been discharged for any period of 60 consecutive days during which a
         stay of enforcement is not in effect; and

     (6) certain events occur involving bankruptcy, insolvency or reorganization
         of Lamar or any of our significant subsidiaries.

     The trustee may withhold notice to the holders of the debt securities of
any series of any default, except in payment of principal or premium, if any, or
interest on the debt securities of that series, if the trustee considers it to
be in the best interest of the holders of the debt securities of that series to
do so.

     If an event of default (other than an event of default resulting from
certain events of bankruptcy, insolvency or reorganization) occurs, and is
continuing, then the trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding debt securities of any series may accelerate
the maturity of the debt securities. If this happens, the entire principal
amount of all the outstanding debt securities of that series plus accrued
interest to the date of acceleration will be immediately due and payable. At any
time after an acceleration, but before a judgment or decree based on the
acceleration is obtained by the trustee, the holders of a majority in aggregate
principal amount of outstanding debt securities of that series may rescind and
annul the acceleration if (1) all events of default (other than nonpayment of
accelerated principal, premium or interest) have been cured or waived, (2) all
overdue interest and overdue principal has been paid and (3) the rescission
would not conflict with any judgment or decree. In addition, if acceleration
occurs at any time when our senior credit facility is in full force and effect,
the debt securities of that series shall not become payable until the earlier to
occur of (1) five business days following the delivery of a written notice of
the acceleration of the debt securities of defaulting series to the agent under
our senior credit facility and (2) the acceleration of any indebtedness under
our senior credit facility.

     If an event of default resulting from certain events of bankruptcy,
insolvency or reorganization occurs, the principal, premium and interest amount
with respect to all of the debt securities of any series shall be due and
payable immediately without any declaration or other act on the part of the
trustee or the holders of the debt securities of that series.

                                        13

     The holders of a majority in principal amount of the outstanding debt
securities of a series shall have the right to waive any existing default or
compliance with any provision of the indenture or the debt securities of that
series and to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, subject to certain limitations specified in
the indenture.

     No holder of any debt security of a series will have any right to institute
any proceeding with respect to the indenture or for any remedy under the
indenture, unless:

     (1) the holder gives to the trustee written notice of a continuing event of
         default;

     (2) the holders of at least 25% in aggregate principal amount of the
         outstanding debt securities of that series make a written request and
         offer reasonable indemnity to the trustee to institute proceeding as a
         trustee;

     (3) the trustee fails to institute proceeding within 60 days of the
         request; and

     (4) the holders of a majority in aggregate principal amount of the
         outstanding debt securities of that series do not give the trustee a
         direction inconsistent with their request during the 60-day period.

     However, these limitations do not apply to a suit instituted for payment on
debt securities of any series on or after the due dates expressed in the debt
securities.

MODIFICATION AND WAIVER

     From time to time, we and the trustee may, without the consent of holders
of the debt securities of one or more series, amend the indenture or the debt
securities of one or more series, or supplement the indenture, for certain
specified purposes, including:

     (1) to provide that the surviving entity following a change of control of
         Lamar permitted under the indenture shall assume all of our obligations
         under the indenture and debt securities;

     (2) to provide for uncertificated debt securities in addition to
         certificated debt securities;

     (3) to comply with any requirements of the SEC under the Trust Indenture
         Act of 1939;

     (4) to cure any ambiguity, defect or inconsistency, or make any other
         change that does not adversely affect the rights of any holder;

     (5) to issue and establish the form and terms and conditions; and

     (6) to appoint a successor trustee under the indenture with respect to one
         or more series.

     From time to time we and the trustee may, with the consent of holders of at
least a majority in principal amount of the outstanding debt securities, amend
or supplement the indenture or the debt securities, or waive compliance in a
particular instance by us with any provision of the indenture or the debt
securities; but without the consent of each holder affected by the action, we
may not modify or supplement the indenture or the debt securities or waive
compliance with any provision of the indenture or the debt securities in order
to:

     (1) reduce the amount of debt securities whose holders must consent to an
         amendment, supplement, or waiver to the indenture or the debt security;

     (2) reduce the rate of or change the time for payment of interest;

     (3) reduce the principal of or premium on or change the stated maturity;

     (4) make any debt security payable in money other than that stated in the
         debt security;

     (5) change the amount or time of any payment required or reduce the premium
         payable upon any redemption, or change the time before which no
         redemption of this type may be made;

     (6) waive a default on the payment of the principal of, interest on, or
         redemption payment;

                                        14

     (7) take any other action otherwise prohibited by the indenture to be taken
         without the consent of each holder by affected that action.

DEFEASANCE AND DISCHARGE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN
CIRCUMSTANCES

     The indenture permits us, at any time, to elect to discharge our
obligations with respect to one or more series of debt securities by following
certain procedures described in the indenture. These procedures will allow us
either:

     (1) to defease and be discharged from any and all of our obligations with
         respect to any debt securities except for the following obligations
         (which discharge is referred to as "legal defeasance"):

        (a) to register the transfer or exchange of the debt securities;

        (b) to replace temporary or mutilated, destroyed, lost or stolen debt
            securities;

        (c) to compensate and indemnify the trustee; or

        (d) to maintain an office or agency in respect of the debt securities
            and to hold monies for payment in trust; or

     (2) to be released from our obligations with respect to the debt securities
         under certain covenants contained in the indenture, as well as any
         additional covenants which may be contained in the applicable
         prospectus supplement (which release is referred to as "covenant
         defeasance").

     In order to exercise either defeasance option, we must deposit with the
trustee or other qualifying trustee, in trust for this purpose:

     (1) money;

     (2) U.S. Government Obligations (as described below) or Foreign Government
         Obligations (as described below) which through the scheduled payment of
         principal and interest in accordance with their terms will provide
         money; or

     (3) a combination of money and/or U.S. Government Obligations and/or
         Foreign Government Obligations sufficient in the written opinion of a
         nationally-recognized firm of independent accountants to provide money;

which in each case specified in clauses (1) through (3) above, provides a
sufficient amount to pay the principal of, premium, if any, and interest, if
any, on the debt securities of a series, on the scheduled due dates or on a
selected date of redemption in accordance with the terms of the indenture.

     In addition, defeasance may be effected only if, among other things:

     (1) in the case of either legal or covenant defeasance, we deliver to the
         trustee an opinion of counsel, as specified in the indenture, stating
         that as a result of the defeasance neither the trust nor the trustee
         will be required to register as an investment company under the
         Investment Company Act of 1940;

     (2) in the case of legal defeasance, we deliver to the trustee an opinion
         of counsel stating that we have received from, or there has been
         published by, the Internal Revenue Service a ruling to the effect that,
         or there has been a change in any applicable federal income tax law
         with the effect that, and the opinion shall confirm that, the holders
         of outstanding debt securities will not recognize income, gain or loss
         for United States federal income tax purposes solely as a result of the
         legal defeasance and will be subject to United States federal income
         tax on the same amounts, in the same manner, including as a result of
         prepayment, and at the same times as would have been the case if a
         defeasance had not occurred;

     (3) in the case of covenant defeasance, we deliver to the trustee an
         opinion of counsel to the effect that the holders of the outstanding
         debt securities will not recognize income, gain or loss for United
         States federal income tax purposes as a result of the covenant
         defeasance and will be subject to

                                        15

         United States federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if a covenant
         defeasance had not occurred; and

     (4) certain other conditions described in the indenture are satisfied.

     If we fail to comply with our remaining obligations under the indenture and
applicable supplemental indenture after a covenant defeasance of the indenture
and applicable supplemental indenture, and the debt securities are declared due
and payable because of the occurrence of any undefeased event of default, the
amount of money and/or U.S. Government Obligations and/or Foreign Government
Obligations on deposit with the trustee could be insufficient to pay amounts due
under the debt securities of that series at the time of acceleration. We will,
however, remain liable in respect of these payments.

     The term "U.S. Government Obligations" as used in the above discussion
means securities which are direct obligations of or non-callable obligations
guaranteed by the United States of America for the payment of which obligation
or guarantee the full faith and credit of the United States of America is
pledged.

     The term "Foreign Government Obligations" as used in the above discussion
means, with respect to debt securities of any series that are denominated in a
currency other than U.S. dollars (1) direct obligations of the government that
issued or caused to be issued the currency for the payment of which obligations
its full faith and credit is pledged or (2) obligations of a person controlled
or supervised by or acting as an agent or instrumentality of that government the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by that government, which in either case under clauses (1) or (2),
are not callable or redeemable at the option of the issuer.

GUARANTEES

     One or more guarantors may guarantee our payment obligation under any
series of debt securities. The terms of these guarantees, if any, will be set
forth in the applicable prospectus supplement.

REGARDING THE TRUSTEE

     We will identify the trustee with respect to any series of debt securities
in the prospectus supplement relating to the debt securities. You should note
that if the trustee becomes a creditor of Lamar, the indenture and the Trust
Indenture Act of 1939 limit the rights of the trustee to obtain payment of
claims in certain cases, or to realize on certain property received in respect
of certain claims, as security or otherwise. The trustee and its affiliates may
engage in, and will be permitted to continue to engage in, other transactions
with us and our affiliates. If, however, the trustee, acquires any "conflicting
interest" within the meaning of the Trust Indenture Act of 1939, it must
eliminate the conflict or resign.

     The holders of a majority in principal amount of the then outstanding debt
securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee. If an event of
default occurs and is continuing, the trustee, in the exercise of its rights and
powers, must use the degree of care and skill of a prudent person in the conduct
of his or her own affairs. Subject to this provision, the trustee will be under
no obligation to exercise any of its rights or powers under the indenture at the
request of any of the holders of the debt securities, unless they have offered
to the trustee reasonable indemnity or security.

                         DESCRIPTION OF PREFERRED STOCK

     We currently have authorized 1,000,000 shares of undesignated preferred
stock, 5,719.49 of which are issued and outstanding as Series AA Preferred Stock
as of the date of this prospectus. Under Delaware law and our certificate of
incorporation, we may issue additional shares of undesignated preferred stock
from time to time, in one or more classes or series, as authorized by the board
of directors, generally without the approval of the stockholders.

     Subject to limitations prescribed by Delaware law and our certificate of
incorporation and by-laws, the board of directors can fix the number of shares
constituting each class or series of preferred stock and the
                                        16

designations, powers, preferences and other rights of that series as well as the
qualifications, limitations or restrictions on those powers, preferences and
rights. These may include provisions concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and any other
subjects or matters the board of directors or duly authorized committee may fix
by resolution.

     The board of directors could authorize the issuance of shares of preferred
stock with terms and conditions that could have the effect of discouraging a
takeover or other transaction that holders of some, or a majority, of the shares
might believe to be in their best interests or in which holders of some, or a
majority, of the shares might receive a premium for their shares over the
then-market price of the shares.

     If we offer a specific class or series of preferred stock under this
prospectus, we will describe the terms of the preferred stock in the prospectus
supplement for the offering and will file a copy of the certificate of
designation establishing these terms with the SEC. This description will
include:

     (1) the title and stated value;

     (2) the number of shares offered, the liquidation preference per share and
         the purchase price;

     (3) the dividend rate(s), period(s) and/or payment date(s), or method(s) of
         calculation for these dividends;

     (4) whether dividends will be cumulative or non-cumulative and, if
         cumulative, the date from which dividends will accumulate;

     (5) the procedures for any auction and remarketing, if any;

     (6) the provisions for a sinking fund, if any;

     (7) the provisions for redemption, if applicable;

     (8) any listing of the preferred stock on any securities exchange or
         market;

     (9) whether the preferred stock will be convertible into our Class A common
         stock, and, if applicable, the conversion price (or how it will be
         calculated) and conversion period;

     (10) whether the preferred stock will be exchangeable into debt securities,
          and, if applicable, the exchange price (or how it will be calculated)
          and exchange period;

     (11) voting rights, if any, of the preferred stock;

     (12) whether interests in the preferred stock will be represented by
          depositary shares;

     (13) a discussion of any material and/or special United States federal
          income tax considerations applicable to the preferred stock;

     (14) the relative ranking and preferences of the preferred stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of Lamar;

     (15) any limitations on issuance of any class or series of preferred stock
          ranking senior to or on a parity with the series of preferred stock as
          to dividend rights and rights upon liquidation, dissolution or winding
          up of Lamar; and

     (16) any other specific terms, preferences, rights, limitations or
          restrictions of the preferred stock.

     The preferred stock offered by this prospectus will, when issued, be fully
paid and nonassessable and will not have, or be subject to, any preemptive or
similar rights.

     Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of Lamar, rank as follows:

     (1) senior to all classes or series of our Class A common stock, and to all
         equity securities issued by us the terms of which specifically provide
         that the equity securities rank junior to the preferred stock with
         respect to these rights;

                                        17

     (2) on a parity with all equity securities issued by us that do not rank
         senior or junior to the preferred stock with respect to these rights;
         and

     (3) junior to all equity securities issued by us the terms of which do not
         specifically provide that they rank on a parity with or junior to the
         preferred stock with respect to dividend rights or rights upon
         liquidation, dissolution or winding up of Lamar (including any entity
         with which we may be merged or consolidated or to which all or
         substantially all of our assets may be transferred or which transfers
         all or substantially all of our assets).

As used for these purposes, the term "equity securities" does not include
convertible debt securities.

                                        18

                   DESCRIPTION OF LAMAR CLASS A COMMON STOCK

GENERAL

     Lamar's authorized common stock consists of 175,000,000 shares of Class A
common stock and 37,500,000 shares of Class B Common Stock. At August 8, 2003,
there were 86,831,208 shares of Class A common stock and 16,417,073 shares of
Class B common stock issued and outstanding.

VOTING RIGHTS; CONVERSION OF CLASS B COMMON STOCK

     The Class A common stock and Class B common stock have the same rights and
powers, except that a share of Class A common stock entitles the holder to one
vote and a share of Class B common stock entitles the holder to ten votes.
Except as required by Delaware law, the holders of Class A common stock and
Class B common stock vote together as a single class. Each share of Class B
common stock is convertible at the option of its holder into one share of Class
A common stock at any time. In addition, each share of Class B common stock
converts automatically into one share of Class A common stock upon the sale or
other transfer of a share of Class B common stock to a person who, or entity
which, is not a Permitted Transferee. "Permitted Transferees" include (1) Kevin
P. Reilly, Sr.; (2) a descendant of Kevin P. Reilly, Sr.; (3) a spouse or
surviving spouse (even if remarried) of any individual named or described in (1)
or (2) above; (4) any estate, trust, guardianship, custodianship, curatorship or
other fiduciary arrangement for the primary benefit of any one or more of the
individuals named or described in (1), (2) and (3) above; and (5) any
corporation, partnership, limited liability company or other business
organization controlled by and substantially all of the interests in which are
owned, directly or indirectly, by any one or more of the individuals and
entities named or described in (1), (2), (3) and (4) above. Furthermore, each
share of Class B common stock converts automatically into one share of Class A
common stock in the event that the number of outstanding shares of Class B
common stock falls below 10% of the total number of outstanding shares of Class
A and Class B common stock taken together.

     Under Delaware law, the affirmative vote of the holders of a majority of
the outstanding shares of any class of common stock is required to approve any
amendment to the certificate of incorporation that would increase or decrease
the par value of that class, or modify or change the powers, preferences or
special rights of the shares of any class so as to affect that class adversely.
Our certificate of incorporation, however, allows for amendments to increase or
decrease the number of authorized shares of Class A common stock or Class B
common stock without a separate vote of either class.

DIVIDENDS; LIQUIDATION RIGHTS

     All of the outstanding shares of common stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of Lamar,
following any required distribution to the holders of outstanding shares of
preferred stock, the holders of common stock are entitled to share pro rata in
any balance of the corporate assets available for distribution to them. We may
pay dividends if, when and as declared by the board of directors from funds
legally available therefor, subject to the restrictions set forth in our
existing indentures and our senior credit facility. Subject to the preferential
rights of the holders of any class of preferred stock, holders of shares of
common stock are entitled to receive dividends as may be declared by the board
of directors out of funds legally available for that purpose. No dividend may be
declared or paid in cash or property on any share of either class of common
stock unless simultaneously the same dividend is declared or paid on each share
of the other class of common stock, provided that, in the event of stock
dividends, holders of a specific class of common stock shall be entitled to
receive only additional shares of that class.

OTHER PROVISIONS

     The common stock is redeemable in the manner and on the conditions
permitted under Delaware law and as may be authorized by the board of directors.
Holders of common stock have no right to subscribe to new issuances of common
stock. Any outstanding shares of Class A or Class B common stock, which Lamar

                                        19

subdivides by stock split or recapitalization, or combines by reverse stock
split or otherwise, will be subdivided or combined on an equal basis.

TRANSFER AGENT

     American Stock Transfer and Trust Company serves as the transfer agent and
registrar for the Class A common stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

     We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes a merger, asset sale or other transaction resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is a person
who, together with affiliates and associates, owns (or, in certain cases, within
three years prior, did own) 15% or more of the corporation's voting stock. Under
Section 203, a business combination between us and an interested stockholder is
prohibited unless it satisfies one of the following conditions: (1) our board of
directors must have previously approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder
or (2) on consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced
(excluding, for purposes of determining the voting stock outstanding (but not
the outstanding voting stock owned by the interested stockholder), shares owned
by (a) persons who are directors and also officers and (b) employee stock plans,
in certain instances) or (3) the business combination is approved by our board
of directors and authorized at an annual or special meeting of the stockholders
by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder.

                            DESCRIPTION OF WARRANTS

GENERAL

     We may issue warrants to purchase debt securities (which we refer to as
debt warrants), preferred stock (which we refer to as preferred stock warrants)
or Class A common stock (which we refer to as Class A common stock warrants).
Any of these warrants may be issued independently or together with any other
securities offered by this prospectus and may be attached to or separate from
the other securities. If warrants are issued, they will be issued under warrant
agreements to be entered into between us and a bank or trust company, as warrant
agent, all of which will be described in the prospectus supplement relating to
the warrants being offered.

DEBT WARRANTS

     We will describe the terms of debt warrants offered the applicable
prospectus supplement, the warrant agreement relating to the debt warrants and
the debt warrant certificates representing the debt warrants, including the
following:

     (1) the title;

     (2) the aggregate number offered;

     (3) their issue price or prices;

     (4) the designation, aggregate principal amount and terms of the debt
         securities purchasable upon exercise, and the procedures and conditions
         relating to exercise;

     (5) the designation and terms of any related debt securities and the number
         of debt warrants issued with each security;
                                        20

     (6) the date, if any, on and after which the debt warrants and the related
         debt securities will be separately transferable;

     (7) the principal amount of debt securities purchasable upon exercise, and
         the price at which that principal amount of debt securities may be
         purchased upon exercise;

     (8) the commencement and expiration dates of the right to exercise;

     (9) the maximum or minimum number which may be exercised at any time;

     (10) a discussion of the material United States federal income tax
          considerations applicable to exercise; and

     (11) any other terms, procedures and limitations relating to exercise.

     Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and debt warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in
the applicable prospectus supplement. Before exercising their debt warrants,
holders will not have any of the rights of holders of the securities purchasable
upon exercise and will not be entitled to payments of principal of, or premium,
if any, or interest, if any, on the securities purchasable upon exercise.

OTHER WARRANTS

     The applicable prospectus supplement will describe the following terms of
preferred stock warrants or class a common stock warrants offered under this
prospectus:

     (1) the title;

     (2) the securities issuable upon exercise;

     (3) the issue price or prices;

     (4) the number of warrants issued with each share of preferred stock or
         Class A common stock;

     (5) any provisions for adjustment of (a) the number or amount of shares of
         preferred stock or Class A common stock receivable upon exercise of the
         warrants or (b) the exercise price;

     (6) if applicable, the date on and after which the warrants and the related
         preferred stock or Class A common stock will be separately
         transferable;

     (7) if applicable, a discussion of the material United States federal
         income tax considerations applicable to the exercise of the warrants;

     (8) any other terms, including terms, procedures and limitations relating
         to exchange and exercise;

     (9) the commencement and expiration dates of the right to exercise; and

     (10) the maximum or minimum number that may be exercised at any time.

EXERCISE OF WARRANTS

     Each warrant will entitle the holder to purchase for cash the principal
amount of debt securities or shares of preferred stock or Class A common stock
at the applicable exercise price set forth in, or determined as described in,
the applicable prospectus supplement. Warrants may be exercised at any time up
to the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.

     Warrants may be exercised by delivering to the corporation trust office of
the warrant agent or any other officer indicated in the applicable prospectus
supplement (a) the warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
exercise, we will forward the debt securities or shares of preferred stock or
Class A common stock purchasable upon

                                        21

exercise. If less than all of the warrants represented by a warrant certificate
are exercised, a new warrant certificate will be issued for the remaining
warrants.

                              PLAN OF DISTRIBUTION

WE MAY SELL THE SECURITIES BEING OFFERED BY US IN THIS PROSPECTUS:

     (1) directly to purchasers;

     (2) through agents;

     (3) through dealers;

     (4) through underwriters; or

     (5) through a combination of any of these methods of sale.

     We and our agents and underwriters may sell the securities being offered by
us in this prospectus from time to time in one or more transactions:

     (1) at a fixed price or prices, which may be changed;

     (2) at market prices prevailing at the time of sale;

     (3) at prices related to the prevailing market prices; or

     (4) at negotiated prices.

     We may solicit directly offers to purchase securities. We may also
designate agents from time to time to solicit offers to purchase securities. Any
agent, who may be deemed to be an "underwriter" as that term is defined in the
Securities Act of 1933, may then resell the securities to the public at varying
prices to be determined by that agent at the time of resale.

     If we use underwriters to sell securities, we will enter into an
underwriting agreement with them at the time of the sale to them. We have filed
a copy of the proposed form of underwriting agreement as an exhibit to the
registration statement in which this prospectus is included. The names of the
underwriters will be set forth in the prospectus supplement that will be used by
them together with this prospectus to make resales of the securities to the
public. In connection with the sale of the securities offered, these
underwriters may be deemed to have received compensation from us in the form of
underwriting discounts or commissions. Underwriters may also receive commissions
from purchasers of the securities.

     Underwriters may also use dealers to sell securities. If this happens,
these dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents.

     Any underwriting compensation paid by us to underwriters in connection with
the offering of the securities offered in this prospectus, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement.

     Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments that they may be required to
make in respect of these liabilities. Underwriters and agents may engage in
transactions with, or perform services for, us in the ordinary course of
business.

     If so indicated in the applicable prospectus supplement, we will authorize
underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase the securities offered by us under this prospectus
pursuant to contracts providing for payment and delivery on a future date or
dates. The obligations of any purchaser under any these contracts will be
subject only to those conditions described in the applicable

                                        22

prospectus supplement, and the prospectus supplement will set forth the price to
be paid for securities pursuant to these contracts and the commissions payable
for solicitation of these contracts.

     Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids only in compliance with Regulation
M of the Securities Exchange Act of 1934. If we offer securities in an "at the
market" offering, stabilizing transactions will not be permitted. Over-allotment
involves sales in excess of the offering size, which creates a short position.
Stabilizing transactions involve bids to purchase the underlying security so
long as the stabilizing bids do not exceed a specified maximum. Syndicate short
covering transactions involve purchases of securities in the open market after
the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim selling concessions from dealers
when the securities originally sold by the dealers are purchased in covering
transactions to cover syndicate short positions. These transactions may cause
the price of the securities sold in an offering to be higher than it would
otherwise be. These transactions, if commenced, may be discontinued by the
underwriters at any time.

     Each series of securities offered under this prospectus will be a new issue
with no established trading market, other than the Class A common stock, which
is listed on the Nasdaq National Market. Any shares of common stock sold
pursuant to a prospectus supplement will be listed on the Nasdaq National
Market, subject to official notice of issuance. Any underwriters to whom we sell
securities for public offering and sale may make a market in the securities, but
these underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We may elect to list any of the securities we
may offer from time to time for trading on an exchange or on the Nasdaq National
Market, but we are not obligated to do so.

     The anticipated date of delivery of the securities offered hereby will be
set forth in the applicable prospectus supplement relating to each offering.

                                 LEGAL MATTERS

     Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar, will give
Lamar an opinion on the validity of the securities offered by this prospectus
and any accompanying prospectus supplement.

                                    EXPERTS

     The consolidated financial statements of Lamar Advertising Company and
subsidiaries and Lamar Media Corp. and subsidiaries as of December 31, 2002 and
2001, and for each of the years in the three-year period ended December 31, 2002
have been incorporated by reference in this registration statement in reliance
upon the reports of KPMG LLP, independent accountants, and upon the authority of
said firm as experts in accounting and auditing. The audit reports covering the
2002 consolidated financial statements refer to the adoption of the provisions
of Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and certain provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," as required for goodwill and intangible assets resulting
from business combinations consummated after June 30, 2001 and the full adoption
of SFAS No. 142 on January 1, 2002.

                                        23

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following is an estimate of the fees and expenses, other than
underwriting discounts and commissions, payable or reimbursable by us in
connection with the issuance and distribution of the offered securities offered
by this prospectus.

                                                            
SEC registration fee........................................   $ 23,299
Printing and engraving expenses.............................    300,000
Legal fees and expenses.....................................    200,000
Accounting fees and expenses................................     50,000
Rating agency fees..........................................     50,000
Transfer agent fees and expenses............................     15,000
Fees and expenses of the Trustee............................     15,000
Miscellaneous...............................................     11,701
                                                               --------
     Total..................................................   $665,000
                                                               ========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "DGCL") grants us
the power to indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was our director, officer, employee or agent, or is or was serving
at our request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to our best interests, and with to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful,
provided, however, no indemnification shall be made in connection with any
proceeding brought by or in our right where the person involved is adjudged to
be liable to us except to the extent approved by a court.

     Our By-laws provide that any person who is made a party to any action or
proceeding because such person is or was our director or officer will be
indemnified and held harmless against all claims, liabilities and expenses,
including those expenses incurred in defending a claim and amounts paid or
agreed to be paid in connection with reasonable settlements made before final
adjudication with the approval of the Board of Directors, if such person has not
acted, or in the judgment of our shareholders or directors has not acted, with
willful or intentional misconduct. The indemnification provided for in our
By-laws is expressly not exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law.

     Our Certificate of Incorporation provides that our directors will not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, whether or not an individual continues to be a
director at the time such liability is asserted, except for liability (i) for
any breach of the director's duty of loyalty to us or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit.

     We carry Directors' and Officers' insurance which covers our directors and
officers against certain liabilities they may incur when acting in their
capacity as directors or officers.

                                       II-1

ITEM 16.  EXHIBITS

     See Exhibit Index immediately following signature pages.

ITEM 17.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

           (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement.

           (iii) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

        (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question

                                       II-2

whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

     (d) The undersigned registrant hereby undertakes to file an application
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305 (b)(2) of the Act.

                                       II-3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING COMPANY

                                          By:   /s/ KEVIN P. REILLY, JR.
                                            ------------------------------------
                                                    Kevin P. Reilly, Jr.
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

       /s/ KEVIN P. REILLY, JR.              Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
         Kevin P. Reilly, Jr.

          /s/ KEITH A. ISTRE                Principal Financial and       September 11, 2003
- --------------------------------------         Accounting Officer
            Keith A. Istre

         /s/ CHARLES W. LAMAR                       Director              September 11, 2003
- --------------------------------------
           Charles W. Lamar

       /s/ ANNA REILLY CULLINAN                     Director              September 11, 2003
- --------------------------------------
         Anna Reilly Cullinan

         /s/ STEPHEN MUMBLOW                        Director              September 11, 2003
- --------------------------------------
           Stephen Mumblow

      /s/ JOHN MAXWELL HAMILTON                     Director              September 11, 2003
- --------------------------------------
        John Maxwell Hamilton

       /s/ THOMAS REIFENHEISER                      Director              September 11, 2003
- --------------------------------------
         Thomas Reifenheiser

                                       II-4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          AMERICAN SIGNS, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                       II-5

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          CANADIAN TODS LIMITED

                                          By:   /s/ KEVIN P. REILLY, JR.
                                            ------------------------------------
                                                    Kevin P. Reilly, Jr.
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

       /s/ KEVIN P. REILLY, JR.              Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
         Kevin P. Reilly, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                       II-6

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

       INTERSTATE LOGOS, L.L.C              Sole and Managing Member      September 11, 2003

 By:     Lamar Media Corp., its sole
             and managing member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

                                       II-7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          COLORADO LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

                                       II-8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          DELAWARE LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.
           Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                       II-9

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          FLORIDA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-10

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          GEORGIA LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers a of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-11

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          HARDIN DEVELOPMENT CORPORATION

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-12

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          INTERSTATE LOGOS, L.L.C.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

          LAMAR MEDIA CORP.                Sole and Managing Member**     September 11, 2003

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-13

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          KANSAS LOGOS INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-14

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          KENTUCKY LOGOS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-15

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVAN, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-16

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVANTAGE GP COMPANY, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

     LAMAR CENTRAL OUTDOOR, INC.           Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

** The Registrant has no directors or managers.

                                      II-17

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVANTAGE HOLDING COMPANY

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-18

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVANTAGE LP COMPANY, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

     LAMAR CENTRAL OUTDOOR, INC.           Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-19

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                            TITLE                     DATE
              ---------                            -----                     ----

           /s/ SEAN REILLY                  President and Chief       September 11, 2003
- --------------------------------------       Operating Officer
             Sean Reilly                    (Principal Executive
                                                  Officer)

          /s/ KEITH A. ISTRE                Treasurer and Chief       September 11, 2003
- --------------------------------------       Financial Officer
            Keith A. Istre                (Principal Financial and
                                            Accounting Officer)

   LAMAR ADVANTAGE GP COMPANY, LLC            General Partner         September 11, 2003

 By:     LAMAR CENTRAL OUTDOOR, INC.
             its Managing Member

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

                                      II-20

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF COLORADO SPRINGS,
                                          INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-21

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF KENTUCKY, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-22

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF LOUISIANA, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

      THE LAMAR COMPANY, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.
           Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-23

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF MICHIGAN, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-24

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF OKLAHOMA, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-25

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF PENN, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

      THE LAMAR COMPANY, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-26

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF SOUTH DAKOTA,
                                          INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-27

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING OF YOUNGSTOWN, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-28

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ADVERTISING SOUTHWEST, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-29

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR AIR, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

      THE LAMAR COMPANY, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-30

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR BENCHES, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-31

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR CENTRAL OUTDOOR, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-32

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR DOA TENNESSEE HOLDINGS, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-33

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR DOA TENNESSEE, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-34

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR ELECTRICAL, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-35

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR FLORIDA, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-36

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR I-40 WEST, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-37

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR MEDIA CORP.

                                          By:   /s/ KEVIN P. REILLY, JR.
                                            ------------------------------------
                                                    Kevin P. Reilly, Jr.
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                                            TITLE                       DATE
- ---------                                            -----                       ----

       /s/ KEVIN P. REILLY, JR.              Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
         Kevin P. Reilly, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

                                      II-38

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR OCI NORTH CORPORATION

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-39

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR OCI SOUTH CORPORATION

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-40

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR OHIO OUTDOOR HOLDING CORP.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-41

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR OKLAHOMA HOLDING COMPANY, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-42

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR PENSACOLA TRANSIT, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-43

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR PINNACLE ACQUISITION CO.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-44

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR T.T.R., L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

LAMAR ADVERTISING OF YOUNGSTOWN, INC.      Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-45

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR TENNESSEE, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

      THE LAMAR COMPANY, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-46

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR TEXAS GENERAL PARTNER, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-47

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR TEXAS LIMITED PARTNERSHIP

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                  Officer) and Director of the
                                                General Partner

          /s/ KEITH A. ISTRE             Treasurer and Chief Executive    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                and Accounting Officer) and
                                            Director of the General
                                                    Partner

  LAMAR TEXAS GENERAL PARTNER, INC.             General Partner           September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

       /s/ KEVIN P. REILLY, JR.                    Director**             September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                     Director**             September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                   Director**             September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

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

** Director of the General Partner.

                                      II-48

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LAMAR TRANSIT ADVERTISING OF
                                          NEW ORLEANS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

    TRIUMPH OUTDOOR HOLDINGS, LLC          Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.
           Sole and Managing Member

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-49

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          LC BILLBOARD, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.
           Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-50

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          MAINE LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.
           Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-51

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          MICHIGAN LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-52

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on September
11, 2003.

                                          MINNESOTA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-53

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          MISSISSIPPI LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
             its Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-54

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          MISSOURI LOGOS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-55

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          NEBRASKA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-56

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          NEVADA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-57

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          NEW JERSEY LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-58

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          NEW MEXICO LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-59

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          OHIO LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-60

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          OKLAHOMA LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-61

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          OUTDOOR MARKETING SYSTEMS, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-62

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          OUTDOOR MARKETING SYSTEMS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

   OUTDOOR MARKETING SYSTEMS, INC.         Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-63

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          OUTDOOR PROMOTIONS WEST, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

    TRIUMPH OUTDOOR HOLDINGS, LLC          Sole and Managing Member**     September 11, 2003

 By:     LAMAR CENTRAL OUTDOOR, INC.,
         its Sole and Managing Member

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-64

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          PARSONS DEVELOPMENT COMPANY

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-65

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          REVOLUTION OUTDOOR ADVERTISING, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-66

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          SOUTH CAROLINA LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-67

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          STOKELY AD AGENCY, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

     LAMAR CENTRAL OUTDOOR, INC.           Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-68

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TENNESSEE LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

                                                    Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

                                                    Director              September 11, 2003
- --------------------------------------
             Sean Reilly

                                                    Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-69

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TEXAS LOGOS, L.P.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

        OKLAHOMA LOGOS, L.L.C.                  General Partner           September 11, 2003

 By:      INTERSTATE LOGOS, L.L.C.,
             its Managing Member

 By:          LAMAR MEDIA CORP.,
             its Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

                                      II-70

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          THE LAMAR COMPANY, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

          LAMAR MEDIA CORP.                Sole and Managing Member**     September 11, 2003

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-71

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TLC PROPERTIES II, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-72

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TLC PROPERTIES, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-73

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TLC PROPERTIES, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

         TLC PROPERTIES, INC.              Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-74

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TRANS WEST OUTDOOR ADVERTISING, INC.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY                   Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
             Sean Reilly

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

     /s/ T. EVERETT STEWART, JR.                    Director              September 11, 2003
- --------------------------------------
       T. Everett Stewart, Jr.

                                      II-75

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TRANSIT AMERICA LAS VEGAS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

    TRIUMPH OUTDOOR HOLDINGS, LLC          Sole and Managing Member**     September 11, 2003

 By:     LAMAR CENTRAL OUTDOOR, INC.,
             its Managing Member

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-76

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TRIUMPH OUTDOOR HOLDINGS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

     LAMAR CENTRAL OUTDOOR, INC.           Sole and Managing Member**     September 11, 2003

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-77

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

    TRIUMPH OUTDOOR HOLDINGS, LLC          Sole and Managing Member**     September 11, 2003

 By:     LAMAR CENTRAL OUTDOOR, INC.,
         its Sole and Managing Member

 By:           /s/ SEAN REILLY
        ------------------------------
                 Sean Reilly
                  President

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

** The Registrant has no directors or managers.

                                      II-78

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          UTAH LOGOS, INC.

                                          By:  /s/ T. EVERETT STEWART, JR.
                                            ------------------------------------
                                                  T. Everett Stewart, Jr.
                                                         President

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of the Registrant named above,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

     /s/ T. EVERETT STEWART, JR.             Director and Principal       September 11, 2003
- --------------------------------------         Executive Officer
       T. Everett Stewart, Jr.

          /s/ KEITH A. ISTRE                 Director and Principal       September 11, 2003
- --------------------------------------      Financial and Accounting
            Keith A. Istre                          Officer

       /s/ KEVIN P. REILLY, JR.                     Director              September 11, 2003
- --------------------------------------
         Kevin P. Reilly, Jr.

           /s/ SEAN REILLY                          Director              September 11, 2003
- --------------------------------------
             Sean Reilly

        /s/ GERALD H. MARCHAND                      Director              September 11, 2003
- --------------------------------------
          Gerald H. Marchand

                                      II-79

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          VIRGINIA LOGOS, LLC

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.          its Sole and Managing Member**   September 11, 2003

 By:          LAMAR MEDIA CORP.,
         its Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-80

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on September 11,
2003.

                                          WASHINGTON LOGOS, L.L.C.

                                          By:        /s/ SEAN REILLY
                                            ------------------------------------
                                                        Sean Reilly
                                               President and Chief Operating
                                                           Officer

                               POWER OF ATTORNEY

     We, the undersigned officers of the Registrant named above, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

              SIGNATURE                              TITLE                       DATE
              ---------                              -----                       ----

           /s/ SEAN REILLY               President and Chief Operating    September 11, 2003
- --------------------------------------    Officer (Principal Executive
             Sean Reilly                            Officer)

          /s/ KEITH A. ISTRE             Treasurer and Chief Financial    September 11, 2003
- --------------------------------------    Officer (Principal Financial
            Keith A. Istre                  and Accounting Officer)

       INTERSTATE LOGOS, L.L.C.            Sole and Managing Member**     September 11, 2003

 By:          LAMAR MEDIA CORP.
           Sole and Managing Member

 By:       /s/ KEVIN P. REILLY, JR.
        ------------------------------
             Kevin P. Reilly, Jr.
        President and Chief Executive
                   Officer

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

** The Registrant has no directors or managers.

                                      II-81

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
- -------                      ----------------------
       
 1.1      Form of Underwriting Agreement. Filed herewith.
 3.1      Certificate of Incorporation of Lamar New Holding Co., as
          amended. Previously filed as Exhibit 3.1 to Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 1999 (File No. 0-20833) and
          incorporated herein by reference.
 3.2      Certificate of Amendment to the Certificate of Incorporation
          of Lamar New Holding Co. (whereby the name of Lamar New
          Holding Co. was changed to Lamar Advertising Company).
          Previously filed as Exhibit 3.2 to Lamar Advertising
          Company's Quarterly Report on Form 10-Q for the period ended
          June 30, 1999 (File No. 0-20833) and incorporated herein by
          reference.
 3.3      Certificate of Amendment to the Certificate of Incorporation
          of Lamar Advertising Company. Previously filed as Exhibit
          3.3 to Lamar Advertising Company's Quarterly Report on Form
          10-Q for the period ended June 30, 2000 (File No. 0-30242)
          and incorporated herein by reference.
 3.4      Certificate of Correction of Certificate of Incorporation of
          Lamar Advertising Company. Previously filed as Exhibit 3.4
          to Lamar Advertising Company's Quarterly Report on Form 10-Q
          for the period ended September 30, 2000 (File No. 0-30242)
          and incorporated herein by reference.
 3.5      By-Laws. Previously filed as Exhibit 3.3 to the Lamar
          Advertising Company's Quarterly Report on Form 10-Q for the
          period ended June 30, 1999 and incorporated herein by
          reference.
 4.1      Form of Indenture. Filed herewith.
 4.2      Specimen certificate for shares of the Class A common stock
          of Lamar Advertising Company. Previously filed as Exhibit
          4.1 to Lamar's Registration Statement on Form S-1 (File No.
          333-05479), and incorporated herein by reference.
 4.3*     Certificate of Designation.
 4.4*     Form of Preferred Stock Certificate.
 4.5*     Form of Warrant Agreement.
 4.6*     Form of Warrant.
 5.1      Opinion of Palmer & Dodge LLP. Filed herewith.
12.1      Lamar Advertising Company Computation of Ratio of Earnings
          to Fixed Charges and Preferred Stock Dividends. Filed
          herewith.
23.1      Consent of Palmer & Dodge LLP (included as part of their
          opinion listed as Exhibit 5.1). Filed herewith.
23.2      Consent of KPMG LLP. Filed herewith.
24.1      Powers of Attorney (included on signature pages). Filed
          herewith.
25.1      Statement of Eligibility of Trustee on Form T-1. To be filed
          separately pursuant to Section 305(b)(2) of the Trust
          Indenture Act of 1939.

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

* To be filed by amendment or by a Current Report on Form 8-K pursuant to Item
  601(b) of Regulation S-K

                                                                     Exhibit 1.1

                        [FORM OF UNDERWRITING AGREEMENT]

               [INSERT PRINCIPAL AMOUNT OR NUMBER OF SECURITIES]

                           LAMAR ADVERTISING COMPANY

                          [INSERT TITLE OF SECURITIES]

                             UNDERWRITING AGREEMENT

                            DATED __________ __, ____

                             UNDERWRITING AGREEMENT

                                                                   [Insert date]

                                                           ----------- --, ----

[Insert Name and Address of Underwriter(s)]

Ladies and Gentlemen:

[If shares of capital stock will be issued, the first introductory paragraph
   will be inserted. If debt securities will be issued, the second introductory
   paragraph will be used.]

        [Lamar Advertising Company, a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Underwriter(s)") an aggregate of {___}
shares (the "Securities") of its {insert class of capital stock}, par value
$____ per share (the "{insert class of capital stock}"). {If the Underwriter(s)
will be granted an over-allotment option to purchase additional Securities, then
the following provision will be inserted and the defined term "Securities" above
will be changed to "Firm Securities".} {In addition, the Company has granted to
the Underwriter(s) an option to purchase up to an additional {___} shares (the
"Option Securities") of {insert class of capital stock}, as provided in Section
2. The Firm Securities and, if and to the extent such option is exercised, the
Option Securities, are collectively called the "Securities."}]

        [Lamar Advertising Company, a Delaware corporation (the "Company"),
proposes to issue and sell to you (the "Underwriter(s)") $_________ aggregate
principal amount of its {insert full title of security} (the "Securities") to be
issued pursuant to an indenture to be dated as of {insert date} (the
"Indenture") {between} {among} the Company {if the securities will be
guaranteed, then the following phrase will be inserted-"certain subsidiaries of
the Company as guarantors (the "Guarantors")"} and {name of financial
institution}, as trustee (the "Trustee"). {If the Underwriters will be granted
an over-allotment option to purchase additional securities, then the following
provision will be inserted and the defined term "Securities" above will be
changed to "Firm Securities"}. {In addition, the Company has granted to the
Underwriter(s) an option to purchase up to $_____________ additional aggregate
principal amount of Securities (the "Option Securities") to be issued pursuant
to the Indenture, as provided in Section 2. The Firm Securities, and if and to
the extent such option is exercised, the Option Securities, are collectively
called the "Securities".} {If the Securities will be guaranteed, then the
following provision will be inserted- "Payment of the principal, interest and
premium, if any, on the Securities shall be guaranteed on a senior, subordinated
basis by each of the Guarantors as provided and to the extent set forth in the
Indenture (the "Guarantees"). All references herein to the Securities include
the Guarantees. The Company and the Guarantors are collectively called the
"Registrants"}].

        In consideration of the mutual agreements contained herein and of the
interests of the parties in the transactions contemplated hereby, the parties
hereto agree as follows:

        SECTION 1.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

        The Company represents and warrants as follows:

        (a) A registration statement on Form S-3 (File No. 333-48288) (the "2000
Registration Statement") and a registration statement on Form S-3 (File No.
333-file number of 2003 Registration Statement will be inserted) (the "2003
Registration Statement") with respect to, among other securities, the Securities
[if the Securities are convertible, the following will be inserted-"and the
shares of {insert title of underlying securities} issuable upon exercise or
conversion of the Securities (the "Underlying Securities")], have been filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act") and have become effective. On the
effective date of each such registration statement, such registration statement
conformed in all material respects with the requirements of the Act, [if debt
securities will be issued-", Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act")" will be inserted], and the Rules and Regulations of the
Commission (the "Rules and Regulations"). Copies of the 2003 Registration
Statement, including the prospectus contained therein but excluding exhibits to
such registration statement other than those documents incorporated by reference
in such prospectus, as finally amended and revised, have heretofore been
delivered by the Company to the Underwriter(s). The 1998 and 2003 Registration
Statements, including any documents incorporated therein by reference and any
exhibits, financial statements and schedules thereto, are herein collectively
referred to as the "Registration Statements". No post-effective amendments to
the Registration Statements have been filed as of the date of this Agreement,
except that the 2003 Registration Statement constitutes a post-effective
amendment of the 2000 Registration Statement. The form of prospectus dated [date
of prospectus included in 2003 Registration Statement will be inserted], 2003
included in the 2003 Registration Statement, as supplemented by the prospectus
supplement, dated the date of this Agreement, relating to the offering of the
Securities and to be filed by the Company with the Commission pursuant to Rule
424(b), is herein referred to as the "Prospectus." Any reference herein to the
Registration Statements or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein, and, in the case of any
reference herein to the Prospectus, also shall be deemed to include any
supplements relating to the Securities being issued and sold pursuant hereto
filed with the Commission under Rule 424(b), in each case, subsequent to the
date hereof and prior to the termination of the offering of the Securities by
the Underwriter(s).

        (b) Except as otherwise disclosed in the Prospectus, subsequent to the
respective dates as of which information is given in the Prospectus: (i) there
has been no material adverse change, or any development that could reasonably be
expected to result in a material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations, whether or not arising
from transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as a whole (any such change is

                                       2

called a "Material Adverse Change"); (ii) the Company and its subsidiaries,
considered as a whole, have not incurred any material liability or obligation,
indirect, direct or contingent, not in the ordinary course of business nor
entered into any material transaction or agreement not in the ordinary course of
business; and (iii) there has been no dividend or distribution of any kind
declared, paid or made by the Company or, except for dividends paid to the
Company or other subsidiaries, any of its subsidiaries on any class of capital
stock or repurchase or redemption by the Company or any of its subsidiaries of
any class of capital stock.

        (c) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own or lease its properties and conduct its
business as described in the 2003 Registration Statement; the subsidiaries
listed on Schedule I hereto (the "Subsidiaries") are the only subsidiaries of
the Company; each Subsidiary has been duly organized and is validly existing as
a corporation, partnership or limited liability company in good standing under
the laws of its jurisdiction of organization, with corporate, partnership or
other organizational power and authority to own or lease its properties and
conduct its business as described in the 2003 Registration Statement, except
where the failure so to be in good standing would not, individually or in the
aggregate, result in a Material Adverse Change. The Company and each Subsidiary
is duly qualified to transact business in all jurisdictions in which the conduct
of its business requires such qualification, except where the failure so to
qualify would not reasonably be expected to result in a Material Adverse Change;
the outstanding shares of capital stock or other equity interest of each
Subsidiary has been duly authorized and validly issued, is fully paid and
non-assessable; and, except as indicated on Schedule I hereto, all of the shares
of capital stock of the Subsidiaries are owned by the Company, directly or
indirectly through another Subsidiary, free and clear of all liens, encumbrances
and security interests (other than as described in the 2003 Registration
Statement) other than those that would not reasonably be expected individually
or in the aggregate to materially impair the value of such shares, and no
options, warrants or other rights to purchase, agreements or other obligations
to issue or other rights to convert any obligations into shares of capital stock
or ownership interests of the Subsidiaries are outstanding. Except for the
Subsidiaries and investments in securities as described in the 2003 Registration
Statement, the Company has no equity or other interest in, or right to acquire
an equity or other interest in, any corporation, partnership, trust or other
entity.

 [If equity securities will be issued, the first paragraph (1)(d) below will be
 inserted. If debt securities will be issued, then the second paragraph (1)(d)
                            below will be inserted]

        [(d) The outstanding shares of capital stock of the Company have been
duly authorized and validly issued and are fully paid and non-assessable; the
Securities to be issued and sold by the Company have been duly authorized and
when issued and paid for as contemplated herein will be validly issued,
fully-paid and non-assessable; and no preemptive rights of stockholders exist
with respect to any of the Securities or the issue and sale thereof.]

                                       3

        [(d) (i) The Indenture has been duly qualified under the Trust Indenture
Act. The execution and delivery of, and the performance by the {Company of its}
{or, if the Securities will be guaranteed, Registrants of their} obligations
under the Indenture have been duly and validly authorized by the {the Company}
{or, if the Securities will be guaranteed, the Registrants}, and the Indenture
has been duly executed and delivered by {the Company} {or, if the Securities
will be guaranteed-the Registrants} and constitutes the valid and binding
agreement of {the Company} {or, if the Securities will be guaranteed-the
Registrants}, enforceable against {the Company} {each of the Registrants} in
accordance with its terms, except (i) the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and (ii) the
remedy of specific performance and other forms of equitable relief may be
subject to certain equitable defenses and to the discretion of the court before
which the proceedings may be brought.

               (ii) The Securities have been duly authorized by the Company, and
when the Securities are executed and authenticated in accordance with the
provisions of the Indenture and delivered to the Underwriters against payment
therefor in accordance with the terms of this Agreement, the Securities will be
entitled to the benefits of the Indenture and will constitute valid and binding
agreements of the Company, enforceable against the Company in accordance with
their terms, except (i) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally and (ii) the remedy of specific
performance and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which the
proceedings may be brought.]

[If guaranteed debt securities will be issued, then the following provision will
                       be inserted as paragraph 1(d)(iii)]

               (iii) The Guarantees have been duly authorized and validly issued
by each of the Guarantors, and when the Securities are executed and
authenticated in accordance with the Indenture and delivered to the
Underwriter(s) against payment therefor in accordance with the terms of this
Agreement, the Securities will be entitled to the benefit of the Guarantees, and
the Guarantees will constitute valid and binding agreements of each of the
Guarantors, enforceable against each of the Guarantors in accordance with their
terms set forth in the Indenture, except (A) the enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (B) the remedy of specific performance and other
forms of equitable relief may be subject to certain equitable defenses and to
the discretion of the court before which the proceedings may be brought.

[If convertible securities are being issued, then the following provision will
                    be inserted at the end of paragraph 1(d)]

                                       4

               [When the Securities are delivered and paid for pursuant to this
Agreement on the Closing Date or Option Closing Date (each as defined in Section
2), such Securities will be convertible into the Underlying Securities in
accordance with the terms of such Securities {if convertible debt will be
issued- "and the Indenture" will be added]; the Underlying Securities initially
issuable upon exercise or conversion of such Securities have been duly
authorized and reserved for issuance and upon such exercise or conversion and,
when issued upon such exercise or conversion, will be validly issued, fully paid
and non-assessable; the outstanding Underlying Shares have been duly authorized
and validly issued, are fully-paid and non-assessable and conform to the
description thereof contained in the Prospectus; and no preemptive rights of
stockholders exist with respect to such convertible Securities or the Underlying
Securities].

        (e) The Securities conform with the statements concerning them in the
Prospectus.

        (f) The Commission has not issued an order preventing or suspending the
use of any Prospectus relating to the proposed offering of the Securities nor,
to the Company's knowledge, instituted proceedings for that purpose. The
Registration Statements contain and the Prospectus and any amendments or
supplements thereto will contain all statements that are required to be stated
therein by, and in all material respects conform or will conform, as the case
may be, to the requirements of, the Act and the Rules and Regulations. The
documents incorporated by reference in the Prospectus, at the time they were
filed or will be filed with the Commission, conformed or will conform at the
time of filing, in all material respects to the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") [if debt securities will
be issued-", the Trust Indenture Act" will be inserted] or the Act, as
applicable, and the Rules and Regulations of the Commission thereunder. Neither
of the Registration Statements, as of its effective date, nor the Prospectus nor
any supplement thereto, as of the date it is filed with the Commission, contains
or will contain, as the case may be, any untrue statement of a material fact or
omits or will omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to information contained in or omitted
from the Registration Statements or the Prospectus, in reliance upon, and in
conformity with, written information furnished to the Company by or on behalf of
the Underwriter(s), for use in the preparation thereof [if debt securities will
be issued, then the following will be inserted- ; and provided, further, that
the Company makes no representations or warranties as to that part of the
Registration Statements that constitute the Statement of Eligibility (Form T-1)
under the Trust Indenture Act of the Trustee].

        (g) The consolidated financial statements of the Company and its
subsidiaries, together with related notes and schedules, as incorporated by
reference in the Prospectus, present fairly the consolidated financial position
and the consolidated results of operations of the Company and its subsidiaries
at the indicated dates and for the indicated periods. All such financial
statements have been prepared in accordance with generally accepted principles
of accounting, consistently applied throughout the periods involved,

                                       5

except as disclosed therein. The summary and selected financial and statistical
data included or incorporated by reference in the Prospectus present fairly in
all material respects the information shown therein and have been compiled on a
basis consistent with the financial statements presented therein. [If other
financial statements are incorporated by reference into the Registration
Statements, additional representations and warranties as to such financial
statements will be added.]

        (h) There is no action or proceeding pending or, to the knowledge of the
Company, threatened against the Company or the Subsidiaries before any court or
administrative agency or by any regulatory authority that may reasonably be
expected to result in a Material Adverse Change.

        (i) The Company and the Subsidiaries have good and marketable title to
all of the properties and assets reflected in the financial statements (or as
described in the 2003 Registration Statement) hereinabove described, subject to
no lien, mortgage, pledge, charge or encumbrance of any kind except those
reflected in such financial statements (or as described in the 2003 Registration
Statement) or that are not material in amount. The Company and the Subsidiaries
occupy their leased properties under valid and binding leases conforming to the
description thereof set forth in the 2003 Registration Statement, with such
exceptions as would not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Change or materially impair the value
of such leasehold estate to the Company or such Subsidiary.

        (j) The Company and the Subsidiaries have filed all federal, state and
foreign income tax returns that have been required to be filed and have paid all
taxes indicated by said returns and all assessments received by them or any of
them to the extent that such taxes have become due and are not being contested
in good faith, except for such failure to file or defaults in payment of a
character that would not reasonably be expected to result in a Material Adverse
Change.

        (k) Neither the Company nor any of the Subsidiaries is, nor with the
giving of notice, lapse of time or both, will be, in default under (i) its
certificate of incorporation or by-laws or (ii) any agreement, lease, contract,
indenture or other instrument or obligation to which it is a party or by which
it or any of its properties is bound and, in the case of (ii) which default
would reasonably be expected to result in a Material Adverse Change. The
consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust or other agreement or instrument to which the Company or
any of the Subsidiaries is a party, or of the charter or by-laws of the Company
or the Subsidiaries or any order, rule or regulation applicable to the Company
or any of the Subsidiaries of any court or of any regulatory body or
administrative agency or other governmental body having jurisdiction which
conflict, breach or default would reasonably be expected to result in a Material
Adverse Change.

        (l) Each approval, consent, order, authorization, designation,
declaration or

                                       6

filing by or with any regulatory, administrative or other governmental body
necessary in connection with the execution and delivery by the Company of this
Agreement and the consummation of the transactions herein contemplated (except
such steps as may be required by the National Association of Securities Dealers,
Inc. (the "NASD") or may be necessary to qualify the Securities for public
offering by the Underwriter(s) under State securities or Blue Sky laws) has been
obtained or made and is in full force and effect.

        (m) The Company and each of the Subsidiaries hold all material licenses,
consents, authorizations, approvals, orders, certificates and permits
(collectively, "Licenses") of and from, all federal, state, local, foreign and
other governmental authorities, all self-regulatory organizations in each case
as required for the conduct of the business in which it is engaged, and each
such License is in full force and effect, except to the extent that the failure
to obtain or maintain any such License would not reasonably be expected to
result in a Material Adverse Change.

        (n) The Company and the Subsidiaries are in compliance with all
applicable federal, state, foreign and local laws and regulations relating to
(i) zoning, land use, protection of the environment, human health and safety or
hazardous or toxic substances, wastes, pollutants or contaminants and (ii)
employee or occupational safety, discrimination in hiring, promotion or pay of
employees, employee hours and wages or employee benefits, except where such
noncompliance would not, singly or in the aggregate, reasonably be expected to
result in a Material Adverse Change.

        (o) KPMG LLP, who have certified the financial statements of the Company
filed with the Commission as part of, or incorporated by reference in, the
Registration Statements, are independent public accountants as required by the
Act and the Rules and Regulations.

        (p) The Company has never been, is not now, and immediately after the
sale of the Securities under this Agreement will not be, an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

        (q) The Securities of the Company to be sold under this Agreement have
been approved for listing on the [Nasdaq Stock Market] [_______ Stock Exchange]
subject to official notice of issuance.

  [If guaranteed debt securities will be issued, then the following provision
                                 will be added:

        (r) None of the Registrants is, nor will any of them be, after giving
effect to the issuance of the Securities and the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby including without limitation the issuance of the Guarantees
(i) insolvent, (ii) left with unreasonably small capital with which to engage in
its anticipated businesses or (iii) incurring debts beyond its ability to pay
such debts as they mature.]

                                       7

        SECTION 2.    PURCHASE, SALE AND DELIVERY OF THE SECURITIES.

        (a) The Securities. On the basis of the representations, warranties and
agreements herein contained, and upon the terms but subject to the conditions
herein set forth, the Company agrees to issue and sell to the Underwriter(s),
and the Underwriter(s), severally and not jointly, agree to purchase from the
Company, the Securities [set forth opposite the name of such Underwriter of
Schedule III hereto.]. [If capital stock will be issued and sold, then the
following will be inserted-The purchase price per share to be paid by the
Underwriter(s) to the Company shall be $___ per share.] [If debt securities will
be issued, the following will be inserted-"The purchase price per unit Security
shall be ___% of the principal amount thereof."]

        (b) The Closing Date. Delivery of certificates for the Securities to be
purchased by the Underwriter(s) and payment therefor shall be made at the
offices of the Underwriter(s), _____________________ (or such other place as may
be agreed to by the Company and the Underwriter(s)) at ____ a.m. ___________
time, on __________ __, ____ or such other time and date not later than ____
a.m. ____________ time, on ________ __, ____ as the Underwriter(s) shall
designate by notice to the Company (the time and date of such closing are called
the "Closing Date").

[If the Underwriter(s) will be granted an over-allotment option to purchase
additional Securities, then the references to "Securities" in paragraphs 2(a)
and 2(b) above will be changed to "Firm Securities" and the following provision
will be added as paragraph (c).]

        [(c) The Option Securities; the Option Closing Date. In addition, on the
basis of the representations, warranties and agreements herein contained, and
upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the Underwriter(s) to purchase up to [If capital
stock will be issued and sold, then the following will be inserted-"an aggregate
of [___] shares of Option Securities"] [If debt securities will be issued, then
the following will be inserted-"$___________ aggregate additional principal
amount of Option Securities"] from the Company at the per Security purchase
price to be paid by the Underwriter(s) for the Firm Securities. The option
granted hereunder is for use by the Underwriter(s) solely in covering any
over-allotments in connection with the sale and distribution of the Firm
Securities. The option granted hereunder may be exercised at any time (but not
more than once) upon notice by the Underwriter(s) to the Company, which notice
may be given at any time within 30 days from the date of this Agreement. Once
given in writing, such notice shall be irrevocable. Such notice shall set forth
(i) the aggregate number or amount of Option Securities as to which the
Underwriter(s) are exercising the option, (ii) the names and denominations in
which the certificates for the Option Securities are to be registered and (iii)
the time, date and place at which such certificates will be delivered (which
time and date may be simultaneous with, but not earlier than, the Closing Date;
and in such case the term "Closing Date" shall refer to the time and date of
delivery of certificates for the Firm Securities and the Option Securities).
Such time and date of delivery, if subsequent to the Closing Date, is called the
"Option Closing Date" and shall be determined by the

                                       8

Underwriter(s) and shall not be earlier than three nor later than five full
business days after delivery of such notice of exercise, except that if such
time and date of delivery are to occur simultaneously with the Closing Date, the
Underwriter(s) shall give the Company at least one business day's notice
thereof.]

        (d)[e] Payment for the Securities. Payment for the Securities shall be
made at the Closing Date (and, if applicable, at the Option Closing Date) by
wire transfer of immediately available funds to the order of the Company.

        (e)[f] Delivery of the Securities. The Company shall deliver, or cause
to be delivered, to the Underwriter(s) for the account of the Underwriter(s)
certificates for the Firm Securities at the Closing Date, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. [If the Underwriter(s) will be granted an
over-allotment option, then the following will be inserted-"The Company shall
also deliver, or cause to be delivered, to the Underwriter(s) for the account(s)
of the Underwriter(s), certificates for the Option Securities that the
Underwriter(s) have agreed to purchase at the Closing Date or the Option Closing
Date, as the case may be, against the irrevocable release of a wire transfer of
immediately available funds for the amount of the purchase price therefor."] The
[if capital stock will be issued, the following will be inserted-"certificates
for the"] Securities shall be in definitive [if debt securities will be issued,
then the following will be inserted-"fully registered"] form and registered in
such names and denominations as the Underwriter(s) shall have requested at least
two full business days prior to the Closing Date (or the Option Closing Date, as
the case may be) and shall be made available for inspection on the business day
preceding the Closing Date (or the Option Closing Date, as the case may be) at a
location in New York City as the Underwriter(s) may designate. Time shall be of
the essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Underwriter(s).

[If "book entry" debt securities will be issued, then the immediately preceding
            paragraph will be replaced with the following paragraph:

               "The Company shall deliver, or cause to be delivered for the
account(s) of the Underwriter(s) the Securities being purchased on the Closing
Date in the form of one or more permanent global Securities in definitive form
registered in the name of Cede & Co., as custodian for The Depository Trust
Company, as Depository ("DTC"), against the irrevocable release of a wire
transfer of immediately available funds for the amount of the purchase price
therefor. [If the Underwriter(s) will be granted an over-allotment option, then
the following provision will be inserted-"The Company shall also deliver, or
cause to be delivered, for the account(s) of the Underwriter(s), the Securities
being purchased on the Option Closing Date in the form of one or more permanent
global Securities registered in the name of DTC, against the irrevocable release
of a wire transfer of immediately available funds for the amount of the purchase
price therefor. Interests in global Securities will be held only in book-entry
form through DTC, except in limited circumstances described in the
Prospectus."].

                                       9

        SECTION 3.    PUBLIC OFFERING OF THE SECURITIES.

        The Underwriter(s) hereby advise the Company that the Underwriter(s)
intend to offer the Securities for sale as described in the Prospectus as soon
after this Agreement has been executed as the Underwriter(s), in their sole
judgment, have determined is advisable and practicable.

        SECTION 4.    COVENANTS OF THE COMPANY.

        The Company covenants and agrees with the Underwriter(s) that:

               (a) The Company will (i) prepare and timely file with the
Commission under Rule 424(b) of the Rules and Regulations a supplementary
prospectus setting forth such other information and the terms of the offering
contemplated by Section 2 hereof, (ii) not file, prior to the termination of the
offering of the Securities by the Underwriter(s), any amendment to the
Registration Statements or supplement to the Prospectus or document incorporated
by reference therein of which the Underwriter(s) shall not previously have been
advised and furnished with a copy or to which the Underwriter(s) shall have
reasonably objected in writing or which is not in compliance with the Rules and
Regulations and (iii) file on a timely basis all reports and any definitive
proxy or information statements required to be filed by the Company with the
Commission subsequent to the date of the Prospectus and prior to the termination
of the offering of the Securities by the Underwriter(s).

               (b) The Company will advise the Underwriter(s) promptly of any
request of the Commission for amendment of either Registration Statement or for
supplement to the Prospectus or for any additional information, or of the
issuance by the Commission of any stop order suspending the effectiveness of
either Registration Statement or the use of the Prospectus or of the institution
of any proceedings for that purpose, and the Company will use all reasonable
efforts to prevent the issuance of any such stop order preventing or suspending
the use of the Prospectus and to obtain as soon as possible the lifting thereof,
if issued.

               (c) The Company will deliver to, or upon the order of, the
Underwriter(s) during the period when delivery of a Prospectus is required under
the Act, as many copies of the Prospectus in final form, or as thereafter
amended or supplemented, as the Underwriter(s) may reasonably request; provided,
however, that if the Underwriter(s) are required to deliver a prospectus in
connection with sales of any shares at any time nine months or more after the
date of this Agreement, upon the Underwriter(s)' request, but at the expense of
the Underwriter(s), the Company will prepare and deliver to the Underwriter(s)
such copies of an amended and supplemented Prospectus as you may reasonably
request.

               (d) If, during the period in which a prospectus is required by
law to be delivered by an Underwriter or dealer, any event shall occur as a
result of which, in the judgment of the Company or in the opinion of counsel for
the Underwriter(s), it becomes

                                       10

necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, not misleading, or, if it is necessary at any time
to amend or supplement the Prospectus to comply with the Act, the Company
promptly will, at its election, either (i) prepare and file with the Commission
an appropriate amendment to the Registration Statements or supplement to the
Prospectus or (ii) prepare and file with the Commission an appropriate filing
under the Exchange Act that shall be incorporated by reference in the Prospectus
so that the Prospectus as so amended or supplemented will not, in the light of
the circumstances when it is so delivered, be misleading, or so that the
Prospectus will comply with law.

               (e) The Company will make generally available to its security
holders, as soon as it is practicable to do so, but in any event not later than
18 months after the effective date of the 2003 Registration Statement, an
earnings statement (which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning after the effective date of
the 2003 Registration Statement, which earning statement shall satisfy the
requirements of Section 11(a) of the Act and Rule 158 of the Rules and
Regulations.

               (f) The Company will, for a period of five years from the Closing
Date, deliver to the Underwriter(s) copies of annual reports and copies of all
other documents, reports and information furnished by the Company to its
stockholders or filed with any securities exchange pursuant to the requirements
of such exchange or with the Commission pursuant to the Exchange Act.

[If Class A Common Stock will be issued, then the following provision may be
                       inserted if considered necessary.]

               [(g) No offering, sale or other disposition of any Class A Common
Stock of the Company or any other securities convertible or exchangeable or
exercisable for Class A Common Stock or derivatives of Class A Common Stock,
will be made for a period of 90 days after the date of this Agreement, directly
or indirectly, by the Company otherwise than hereunder or with the prior written
consent of the Underwriter(s) except that the Company may, without such consent,
(i) issue shares of Class A Common Stock in connection with the pending
acquisitions or otherwise as consideration for the acquisition of additional
outdoor advertising or logo sign assets, provided that the persons receiving
such shares agree not to distribute such shares during the period of 90 days
following the date of this Agreement and (ii) issue shares upon the exercise of
options outstanding on the date of this Agreement or otherwise pursuant to the
Company's 1996 Equity Incentive Plan or any substitute plan]

        SECTION 5.    COSTS AND EXPENSES.

        The Company will pay all costs, expenses and fees incident to the
performance of the obligations of the Company under this Agreement, including,
without limiting the generality of the foregoing, the following: accounting fees
of the Company; the fees and

                                       11

disbursements of counsel for the Company; the cost of printing and delivering
to, or as requested by, the Underwriter(s) copies of the 2003 Registration
Statement, the Prospectus and this Agreement; the filing fees of the Commission;
the filing fees and expenses incident to securing any required review by the
NASD of the terms of the sale of the Securities; and the fees and expenses
incurred with respect to the listing of the Securities on [the Nasdaq Stock
Market] [or, if applicable- the ___________ Stock Exchange]. The Company shall
not, however, be required to pay for any of the Underwriter(s)' expenses except
that, if this Agreement shall not be consummated because the conditions in
Section 6 hereof are not satisfied, or because this Agreement is terminated by
the Underwriter(s) pursuant to Section 11(a)(iv) or 11(a)(vi) hereof, or by
reason of any failure, refusal or inability on the part of the Company to
deliver the Securities (unless such failure to is due to the default or omission
of the Underwriter(s)), then the Company shall reimburse the Underwriter(s) for
reasonable out-of-pocket expenses, including reasonable fees and disbursements
of counsel, reasonably incurred in connection with investigating, marketing and
proposing to market the Securities or in contemplation of performing its
obligations hereunder; but the Company shall in no event be liable to the
Underwriter(s) for damages on account of loss of anticipated profits from, or
related to, the sale by it of the Securities.

        SECTION 6.    CONDITIONS OF OBLIGATIONS OF THE UNDERWRITER(s).

        The obligations of the Underwriter(s) to purchase the [Firm] Securities
on the Closing Date [and the Option Securities, if any, on the Option Closing
Date] are subject to the accuracy in all material respects, as of the Closing
Date [or the Option Closing Date, as the case may be,] of the representations
and warranties of the Company contained herein, and to the performance by the
Company in all material respects, of its covenants and obligations hereunder and
to the following additional conditions:

        (a) The Registration Statements and all post-effective amendments
thereto shall have become effective and any and all filings required by Rule
424, and any request of the Commission for additional information (to be
included in the Registration Statements or otherwise) shall have been disclosed
to the Underwriter(s) and complied with to their reasonable satisfaction. No
stop order suspending the effectiveness of either Registration Statement shall
have been issued and no proceedings for that purpose shall have been taken or,
to the knowledge of the Company, shall be contemplated by the Commission.

        (b) (i) The Underwriter(s) shall have received on the Closing Date [or
the Option Closing Date, as the case may be,] the opinion of Palmer & Dodge LLP,
counsel for the Company, dated the Closing Date [or the Option Closing Date, as
the case may be,] addressed to the Underwriter(s) to the effect that:

               (A) The Company is validly existing as a corporation in good
               standing under the laws of the state of its incorporation, with
               corporate power and authority to own, and hold under lease, its
               properties and conduct its business as described in the
               Prospectus.

                                       12

               [If capital stock will be issued, then paragraph 6(b)(i)(B) and
                     the first paragraph 6(b)(i)(C) below will be inserted.]

               [(B) The Securities conform in all material respects to the
               description thereof contained in the Prospectus; and the
               certificates for the Securities are in due and proper form.

               (C) The Securities to be sold by the Company pursuant to this
               Agreement have been duly authorized and will be validly issued,
               fully paid and non-assessable when issued and paid for as
               contemplated by this Agreement; and no statutory preemptive
               rights of stockholders or, to the best of such counsel's
               knowledge, any other preemptive rights exist with respect to any
               of the Securities or the issue and sale thereof.]

                [If convertible securities will be issued, then the following
                       provision will be added to paragraph 6(b)(i)(C).]

               ["The convertible Securities delivered on the Closing Date {or
               the Option Closing Date, as the case may be,} are convertible
               into the Underlying Shares of the Company in accordance with-{if
               convertible preferred stock, insert-"their terms"}-{if
               convertible debt, insert-"the terms of the Indenture"}; the
               Underlying Shares initially issuable upon conversion of such
               Securities have been duly authorized and reserved for issuance
               upon such conversion and, when issued upon such conversion, will
               be validly issued, fully paid and non-assessable; the outstanding
               Underlying Shares have been authorized and validly issued, are
               fully paid and non-assessable and conform to the description
               thereof contained in the Prospectus; and the stockholders of the
               Company have no preemptive rights with respect to the Securities
               or the Underlying Shares;]

               (D) The Registration Statements have become effective under the
               Act and, to the knowledge of such counsel, no stop order
               proceedings with respect thereto have been instituted or are
               pending or threatened under the Act.

               (E) The Registration Statements, the Prospectus and each
               amendment or supplement thereto filed with the Commission on or
               prior to the date of such opinion comply as to form in all
               material respects with the requirements of the Act and the
               applicable rules and regulations thereunder in effect as of the
               time of such filing (except that such counsel need express no
               opinion as to the financial statements, schedules and other
               financial information included therein).

               (F) Each document incorporated by reference in the Registration
               Statements, the Prospectus and each amendment or supplement
               thereto filed with the Commission on or prior to the date of such
               opinion

                                       13

               complied as to form at the time of such filing in all material
               respects with the applicable requirements (if any) of the
               Exchange Act and the applicable rules and regulations thereunder
               in effect as of the date of such filing (except that such counsel
               need express no opinion as to the financial statements, schedules
               and other financial information included therein).

               (G) The execution and delivery of this Agreement and the
               consummation of the transactions herein contemplated, do not and
               will not violate the Certificate of Incorporation or By-Laws of
               the Company, or result in a breach of any of the terms or
               provisions of, or constitute a default under, any document [a
               reference to documents listed on a attached exhibit or a
               reference to the Company's filed agreements will be inserted
               here], and which conflict, breach or default could reasonably be
               expected to result in a Material Adverse Change.

               (H) This Agreement has been duly authorized, executed and
               delivered by the Company.

               (I) Except for approvals, consents, orders, authorizations,
               designations, declarations or filings which have been waived, or
               which have been obtained or made, no approval, consent, order,
               authorization, designation, declaration or filing by or with any
               regulatory, administrative or other governmental body is
               necessary in connection with the execution and delivery by the
               Company of this Agreement [if debt securities will be issued,
               then the phrase "and the Indenture" will be inserted] and the
               consummation by the Company of the transactions herein [if debt
               securities will be issued, then the phrase "or therein" will be
               inserted] contemplated (other than as may be required by the NASD
               or as required by State securities and Blue Sky laws as to which
               such counsel need express no opinion).

               (J) The Company is not, and will not become as a result of the
               consummation of the transactions contemplated by this Agreement,
               an "investment company" within the meaning of the Investment
               Company Act of 1940, as amended, and has not been an "investment
               company" at any time since 1989.

                [If debt securities will be issued, the following paragraphs
                    will be inserted as paragraphs 6(b)(i)(K) through (M)-

               (K)(1) The Indenture has been duly qualified under the Trust
               Indenture Act; (2) the Company has the corporate power and
               authority to enter into the Indenture and to issue and sell the
               Securities; (3) the Indenture has been duly authorized, executed
               and delivered by the Company; (4) the Securities have been duly
               authorized and when issued and executed and authenticated in
               accordance with the provisions of the Indenture and

                                       14

               delivered to the Underwriter(s) in accordance with the terms of
               this Agreement, will be entitled to the benefits of the
               Indenture; and (5) the Indenture and the Securities constitute
               valid and binding obligations of the Company, enforceable against
               the Company in accordance with its terms except that (I) the
               enforceability thereof may be limited by bankruptcy, insolvency,
               reorganization, moratorium or other similar laws now or hereafter
               in effect relating to creditors' rights generally and (II) the
               remedy of specific performance and other forms of equitable
               relief may be subject to certain equitable defenses and to the
               discretion of the court before which the proceedings may be
               brought; and (III) provisions requiring the payment of default
               fees, redemption premiums, default interest and other set
               payments may not be enforceable to the extent a court might
               determine that such amounts constitute an alleged penalty;

               (L) The Securities and the Indenture and, if applicable, the
               Guarantees conform in all material respects to the descriptions
               thereof contained in the Prospectus;

               (M) Neither the issuance, sale or delivery of the Securities, nor
               the execution, delivery or performance of the Indenture, or
               compliance by the Company with all provisions of the Indenture,
               nor consummation by the Company of the transactions contemplated
               hereby or thereby constitutes or will constitute a violation or
               breach of, or a default under, the certificate of incorporation
               or bylaws or other organizational documents of the Company or any
               of the Subsidiaries or any agreement, indenture, lease or other
               instrument to which the Company or any of the Subsidiaries is a
               party or by which any of them or any of their respective
               properties is bound and that is an exhibit to the 2003
               Registration Statement, or will result in the creation or
               imposition of any lien, charge or encumbrance pursuant to any
               such agreement, indenture, lease or other instrument upon any
               property or assets of the Company or any of the Subsidiaries, nor
               will any such action result in any violation of any existing law,
               regulation, ruling (assuming compliance with all applicable state
               securities and Blue Sky laws), judgment, injunction, order or
               decree known to such counsel, to be applicable to the Company,
               the Subsidiaries or any of their respective properties;

               In rendering such opinion, Palmer & Dodge LLP may rely as to
matters governed by laws other than the Delaware General Corporate Law or
Federal laws on local counsel in the relevant jurisdictions provided that in
each case Palmer & Dodge LLP shall state that they believe that they and the
Underwriter(s) are justified in relying on such other counsel and such other
counsel's opinion is also delivered to the Underwriter(s). In addition to the
matters set forth above, such opinion shall also include a statement to the
effect that nothing has come to the attention of such counsel which causes them
to believe that (A) either of the Registration Statements, as of the time it
became effective under the Act and as of the Closing Date [or the Option Closing
Date, as

                                       15

the case may be,] contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (B) the Prospectus or any supplement
thereto, on the date it was filed pursuant to Rules and Regulations and as of
the Closing Date [or the Option Closing Date, as the case may be,] contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading (except that such
counsel need express no view as to financial statements and the notes thereto,
schedules and other financial and statistical information included or
incorporated by reference therein [if debt securities are being used, then the
following will be inserted "or the Statement of Eligibility (Form T-1) under the
Trust Indenture Act of the Trustee"]). With respect to such statement, Palmer &
Dodge LLP may state that their belief is based upon the procedures set forth
therein, but is without independent check and verification.

               (ii) The Underwriter(s) shall have received on the Closing Date
or the Option Closing Date, as the case may be, the opinion of Kean, Miller,
Hawthorne, D'Armond, McCowan & Jarman, L.L.P., counsel for the Company, dated
the Closing Date or the Option Closing Date, as the case may be, addressed to
the Underwriter(s) to the effect that:

               (A) Based upon appropriate certificates of public officials
               (which shall be furnished to the Underwriter(s) with the
               opinion), each of the Subsidiaries incorporated or organized as a
               corporation or partnership has been duly incorporated or
               organized and is validly existing and in good standing under the
               laws of the jurisdiction of its incorporation or organization
               with corporate, partnership or other organizational power and
               authority, as the case may be, to own, and hold under lease, its
               properties and conduct its business as described in the
               Prospectus.

               (B) Based upon appropriate certificates of public officials
               (which shall be furnished to the Underwriter(s) with the
               opinion), the Company is duly qualified to transact business as a
               foreign corporation, partnership or limited liability company, as
               the case may be, and is in good standing under the laws of each
               of the jurisdictions in which the conduct of its business
               requires such qualification, except to the extent that the
               failure to qualify would not, in the aggregate, reasonably be
               expected to result in a Material Adverse Change.

               (C) The outstanding shares of capital stock of the Subsidiaries
               have been duly authorized and validly issued and are fully paid
               and non-assessable. To the best knowledge of such counsel, the
               shares of capital stock of the Subsidiaries are owned by the
               Company or one of the other Subsidiaries free and clear of all
               liens, encumbrances and security interests, and except as
               disclosed in the Registration Statement, no options, warrants or
               other rights to purchase, agreements or other

                                       16

               obligations to issue or other rights to convert any obligations
               into shares of capital stock or ownership interests of the
               Subsidiaries are outstanding.

               (D) The Company's Class A and Class B Common Stock have been duly
               authorized; the outstanding shares of its Class A Common Stock
               have been duly authorized and validly issued and are fully paid
               and non-assessable.

               (E) Such counsel does not know of any contracts or documents
               required to be filed as exhibits to or incorporated by reference
               or described in the Prospectus which are not so filed,
               incorporated by reference or described as required.

               (F) Such counsel knows of no material legal proceedings or
               regulatory or other claims pending or threatened against the
               Company or the Subsidiaries of a character required to be
               reflected in the Prospectus that are not set forth in the
               Prospectus.

                [If guaranteed debt securities will be issued, then the
                     following additional opinions will be inserted-

               (G) Neither the issuance or sale of the Guarantees, nor the
               execution, delivery or performance of this Agreement, or the
               Indenture, nor compliance by the Guarantors with all the
               provisions of this Agreement or the Indenture, nor consummation
               by the Guarantors of the transactions contemplated hereby or
               thereby constitutes or will constitute a violation or breach of,
               or a default under, the certificate of incorporation or bylaws or
               other organizational documents of the Guarantors or any
               agreement, indenture, lease or other instrument to which they are
               a party or by which any of them or any of their respective
               properties is bound and that is an exhibit to the 2003
               Registration Statement, or will result in the creation or
               imposition of any lien, charge or encumbrance pursuant to any
               such agreement, indenture, lease or other instrument upon any
               property or assets of any of the Guarantors, nor will any such
               action result in any violation of any existing law, regulation,
               ruling (assuming compliance with all applicable state securities
               and Blue Sky laws), judgment, injunction, order or decree known
               to such counsel to be applicable to the Guarantors or any of
               their respective properties;

               (H) No consent, approval, authorization or other order of, or
               registration or filing with, any court, regulatory body,
               administrative agency or other governmental body, agency, or
               official is required to be obtained or made by any Guarantor for
               the valid issuance and sale of the Guarantees pursuant to this
               Agreement or the Indenture, except where such have been obtained;

                                       17

               (I) The Guarantees have been duly authorized and validly issued
               by each of the Guarantors, and when the Securities are executed
               and authenticated in accordance with the Indenture and delivered
               to you in accordance with the terms of this Agreement, the
               Securities will be entitled to the benefits of the Guarantees,
               and the Guarantees will constitute valid and binding agreements
               of each of the Guarantors in accordance with their terms set
               forth in the Indenture except that (1) the enforceability thereof
               may be limited by bankruptcy, insolvency, fraudulent conveyance,
               reorganization, moratorium or other similar laws now or hereafter
               in effect relating to creditors' rights generally and (2) the
               remedy of specific performance and other forms of equitable
               relief may be subject to certain equitable defenses and to the
               discretion of the court before which the proceedings may be
               brought;

               (J) (1) Each of the Guarantors has the corporate or partnership
               or other organizational power and authority, as the case may be,
               to enter into this Agreement and to issue its Guarantee as
               provided herein, and (2) this Agreement has been duly authorized,
               executed and delivered by each of the Guarantors; and

               (K) (1) Each of the Guarantors has the corporate or partnership
               or other organizational power and authority, as the case may be,
               to enter into the Indenture, and (2) the Indenture has been duly
               authorized, executed and delivered by each of the Guarantors and
               is a legal, valid and binding agreement of each of the
               Guarantors, enforceable against each of them in accordance with
               its terms except that (I) enforceability thereof may be limited
               by bankruptcy, insolvency, fraudulent conveyance, reorganization,
               moratorium or other similar laws now or hereafter in effect
               relating to creditors' rights generally and (II) the remedy of
               specific performance and other forms of equitable relief may be
               subject to certain equitable defenses and to the discretion of
               the court before which the proceedings may be brought.]

               In addition to the matters set forth above, such opinion shall
also include a statement to the effect that nothing has come to the attention of
such counsel which causes them to believe that (A) either of the Registration
Statements, as of the time it became effective under the Act and as of the
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(B) the Prospectus or any supplement thereto, on the date it was filed pursuant
to Rules and Regulations and as of the Closing Date or the Option Closing Date,
as the case may be, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made not
misleading (except that such counsel need express no view as to financial
statements and the notes thereto, schedules

                                       18

and other financial and statistical information included or incorporated by
reference therein).

               (iii) The Underwriter(s) shall have received on the Closing Date
or the Option Closing Date, as the case may be, the opinion of James R.
McIlwain, Esquire, general counsel of the Company, dated the Closing Date or the
Option Closing Date, as the case may be, addressed to the Underwriter(s) to the
effect that: The statements in the Prospectus under the caption "Risk Factors --
Our operations are significantly impacted by the regulation of outdoor
advertising by federal, state and local governments." and statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 under
the caption "Business -- Regulation" insofar as such statements constitute a
summary of regulatory matters relating to the outdoor advertising industry,
fairly describe the regulatory matters relating to such industry. [If this
agreement is executed on a date after the Form 10-K for 2002 has been filed, the
information to be set forth in this certificate will be updated.]

               In addition to the matters set forth above, such opinion shall
also include a statement to the effect that nothing has come to the attention of
such counsel which causes him to believe that (A) either of the Registration
Statements, as of the time it became effective under the Act and as of the
Closing Date or the Option Closing Date, as the case may be, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(B) the Prospectus or any supplement thereto, on the date it was filed pursuant
to Rules and Regulations and as of the Closing Date or the Option Closing Date,
as the case may be, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made not misleading (except that such counsel need express no view as to
financial statements, and the notes thereto, schedules and other financial and
statistical information included or incorporated by reference therein).

        (c) The Underwriter(s) shall have received from [name of Underwriter(s)'
counsel will be inserted], counsel for the Underwriter(s), an opinion dated the
Closing Date [or the Option Closing Date, as the case may be,] in form and
substance reasonably satisfactory to you.

        (d) The Underwriter(s) shall have received on the Closing Date [or the
Option Closing Date, as the case may be,] a signed letter with respect to the
financial statements of the Company and certain financial information relating
to the Company included or incorporated by reference in the Prospectus from KPMG
LLP, dated the Closing Date [or the Option Closing Date, as the case may be,]
which shall confirm, on the basis of a review in accordance with the procedures
set forth in the letter signed by such firm and dated and delivered to the
Underwriter(s) on the date hereof, that nothing has come to their attention
during the period from the date five days prior to the date hereof, to a date
not more than three days prior to the Closing Date [or the Option Closing Date,
as the case may be,] which would require any change in their letter dated the
date hereof if it

                                       19

were required to be dated and delivered on the Closing Date [or the Option
Closing Date, as the case may be]. Such letter shall be in form and substance
reasonably satisfactory to the Underwriter(s). The letter from KPMG LLP shall
confirm that they have performed the procedures specified by the American
Institute of Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial Information, on the
unaudited balance sheet data of the Company as of_________ ___, ____ and the
unaudited income and cash flow information of the Company for the _____ month
periods ended ____________ ___, ____ and____, included in the Registration
Statements.

     [If other financial statements are incorporated by reference into the
     Registration Statements, additional conditions relating to consents of
                   independent accountants may be inserted.]

        (e) The Underwriter(s) shall have received on the Closing Date [or the
Option Closing Date, as the case may be,] a certificate or certificates of the
Chief Executive Officer and the Chief Financial Officer of the Company to the
effect that, as of the Closing Date [or the Option Closing Date, as the case may
be,] each of them severally represents in such capacity as follows:

               (i) The Registration Statements have become effective under the
Act and no stop order suspending the effectiveness of either Registration
Statement has been issued, and no proceedings for such purpose have been taken
or are, to his knowledge, contemplated by the Commission.

               (ii) He does not know of any litigation instituted or threatened
against the Company or any of the Subsidiaries of a character required to be
disclosed in the Prospectus which is not so disclosed; he does not know of any
material contract required to be filed as an exhibit to the 2003 Registration
Statement which is not so filed; and the representations and warranties of the
Company contained in Section 1 hereof are true and correct in all material
respects as of the Closing Date [or the Option Closing Date, as the case may
be.]

               (iii) He has carefully examined the Registration Statements and
the Prospectus and, in his opinion, as of the effective date of the Registration
Statements, the statements contained in the Registration Statements, including
any documents incorporated by reference therein, were true and correct in all
material respects, and such Registration Statements and Prospectus or any
document incorporated by reference therein did not omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein in light of the circumstances in which they were made, not misleading
and, in his opinion, since the date of the Prospectus, no event has occurred
which should have been set forth in a supplement to or an amendment of the
Prospectus which has not been so set forth in such supplement or amendment.

                                       20

        (f) The Company shall have furnished to the Underwriter(s) such further
certificates and documents confirming the representations and warranties
contained herein and related matters as the Underwriter(s) may reasonably have
requested.

        (g) The Securities to be issued and sold on the Closing Date [or the
Option Closing Date, as the case may be,] shall have been approved for listing
upon official notice of issuance on the [Nasdaq Stock Market] [the _______ Stock
Exchange].

 [If Class A Common Stock will be issued and the Underwriter(s) and the Company
  agree that this provision is necessary, then the following will be inserted
                              as paragraph 6(h).]

        [(h) The Underwriter(s) shall have received from each executive officer,
director and stockholder of the Company listed on Schedule II a letter or
letters, in form and substance reasonably satisfactory to the Underwriter(s),
pursuant to which such person shall agree not to offer, sell, sell short or
otherwise dispose of any shares of Common Stock of the Company or other capital
stock of the Company, or any other securities convertible, exchangeable or
exercisable for Class A Common Stock or derivative of Class A Common Stock owned
by such person (or as to which such person has the right to direct the
disposition of) for a period of 90 days after the date of this Agreement, except
with the prior written consent of the Underwriter(s) or except as may be
expressly permitted by the terms of such letter or letters.]

If any of the conditions hereinabove provided for in this Section 6 shall not
have been fulfilled when and as required by this Agreement to be fulfilled, the
obligations of the Underwriter(s) hereunder may be terminated by the
Underwriter(s) by notifying the Company of such termination in writing or by
telegram at or prior to the Closing Date [or the Option Closing Date, as the
case may be].

In such event, the Company and the Underwriter(s) shall not be under any
obligation to each other (except to the extent provided in Sections 5, 8 [and
10] [if several Underwriters will purchase the Securities, then "and 10" will be
added] hereof).

        SECTION 7.    CONDITIONS OF THE OBLIGATIONS OF THE COMPANY.

        The obligations of the Company to sell and deliver the portion of the
Securities required to be delivered as and when specified in this Agreement are
subject to the conditions that at the Closing Date [or the Option Closing Date,
as the case may be,] no stop order suspending the effectiveness of the
Registration Statements shall have been issued and in effect or proceedings
therefor initiated or threatened.

        SECTION 8.    INDEMNIFICATION

        (a) Indemnification of the Underwriter(s). The Company agrees to
indemnify and hold harmless each Underwriter, its officers and employees, and
each person, if any, who controls the Underwriter within the meaning of the Act
and the Exchange Act against any loss, claim, damage, liability or expense, as
incurred, to which the Underwriter(s) or such controlling person may become
subject, under the Act, the

                                       21

Exchange Act or other federal or state statutory law or regulation, or at common
law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of the Company), insofar as such loss,
claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based (i) upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statements, or any amendment thereto, including any information deemed to be a
part thereof pursuant to Rule 430A or Rule 434 under the Act, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) upon any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and to reimburse the
Underwriter and each such controlling person for any and all reasonably expenses
(including the reasonable fees and disbursements of counsel chosen by the
Underwriter) as such expenses are reasonably incurred by the Underwriter or such
controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action; provided, however, that the foregoing indemnity agreement shall not
apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by the
Underwriter(s) for use in the Registration Statements, any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto); and
provided, further, that with respect to the Prospectus, the foregoing indemnity
agreement shall not inure to the benefit of the Underwriter(s) from whom the
person asserting any loss, claim, damage, liability or expense purchased
Securities, or any person controlling the Underwriter(s), if copies of an
amendment or supplement to such Prospectus were timely delivered to the
Underwriter(s) pursuant to Section 2 and a copy of such amendment or supplement
was not sent or given by or on behalf of the Underwriter(s) to such person, at
or prior to the written confirmation of the sale of the Securities to such
person, and if such amendment or supplement would have cured the defect
contained in the Prospectus giving rise to such loss, claim, damage, liability
or expense. The indemnity agreement set forth in this Section 8(a) shall be in
addition to any liabilities that the Company may otherwise have.

        (b) Indemnification of the Company, its Directors and Officers. The
Underwriter(s) agree to indemnify and hold harmless the Company, each of its
directors, each of its officers who signed the Registration Statements and each
person, if any, who controls the Company within the meaning of the Act or the
Exchange Act, against any loss, claim, damage, liability or expense, as
incurred, to which the Company, or any such director, officer or controlling
person may become subject, under the Act, the Exchange Act, or other federal or
state statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of the Underwriter(s)), insofar as such loss, claim, damage, liability
or expense (or actions in respect thereof as contemplated below) arises out of
or is based upon any

                                       22

untrue or alleged untrue statement of a material fact contained in the
Registration Statements, any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto), or arises out of or is based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Registration
Statements, any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), in reliance upon and in conformity with written information
furnished to the Company by the Underwriter(s) expressly for use therein; and to
reimburse the Company, or any such director, officer or controlling person for
any legal and other expense reasonably incurred by the Company, or any such
director, officer or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action. The Company hereby acknowledges that the only
information that the Underwriter(s) have furnished to the Company expressly for
use in the Registration Statements or the Prospectus (or any amendment or
supplement thereto) are the statements set forth as the [paragraph numbers will
be inserted] paragraphs under the caption "Underwriting" in the Prospectus
Supplement [if other information has been provided, it will be set forth here];
and the Underwriter(s) confirms that such statements are correct. The indemnity
agreement set forth in this Section 8(b) shall be in addition to any liabilities
that the Underwriter(s) may otherwise have.

        (c) Notifications and Other Indemnification Procedures. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability that
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 8 or to the extent it is not
prejudiced as a result of such failure. In case any such action is brought
against any indemnified party and such indemnified party seeks or intends to
seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in, and, to the extent that it shall elect, jointly with
all other indemnifying parties similarly notified, by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to

                                       23

assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in which case the reasonable fees
and expenses of counsel shall be at the expense of the indemnifying party (it
being understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel (together with local counsel)
approved by the indemnifying party and representing the indemnified parties who
are parties to such action).

        (d) Settlements. The indemnifying party under this Section 8 shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and
indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.

        SECTION 9.    CONTRIBUTION.

        If the indemnification provided for in Section 8 is for any reason held
to be unavailable to or otherwise insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount paid or payable by such indemnified party, as incurred, as a
result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Underwriter(s), on
the other hand, from the offering of the Securities pursuant to this Agreement
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company, on the one hand, and the Underwriter(s), on the other hand, in
connection with the statements or omissions or inaccuracies in the
representations and warranties herein that resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Underwriter(s), on the other hand, in connection with the offering of
the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company, and the total underwriting compensation actually received by

                                       24

the Underwriter(s). The relative fault of the Company, on the one hand, and the
Underwriter(s), on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact or any such
inaccurate or alleged inaccurate representation or warranty relates to
information supplied by the Company, on the one hand, or the Underwriter(s), on
the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

        The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8(c), any reasonable legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. The provisions set forth in
Section 8(c) with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this Section 9, provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under Section 8(c) for purposes of indemnification.

        The Company and the Underwriter(s) agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in this Section 9.

   [If several Underwriters will purchase and distribute the Securities, then
    the following will be inserted as Section 10 and the subsequent sections
  will be renumbered. If the Underwriter(s) will be granted an over-allotment
    option to purchase additional Securities, then the bracketed language in
                   Section 10 below will be inserted:]

        10.    DEFAULT BY UNDERWRITERS.

        If on the Closing Date [or the Option Closing Date, as the case may be,]
any Underwriter shall fail to purchase and pay for the portion of the Securities
that such Underwriter has agreed to purchase and pay for on such date (otherwise
than by reason of any default on the part of the Company), you, as
Representatives of the Underwriters, shall use your best efforts to procure
within 24 hours thereafter one or more of the other Underwriters, or any others,
to purchase from the Company such amounts as may be agreed upon and upon the
terms set forth herein, the Securities that the defaulting Underwriter or
Underwriters failed to purchase. If during such 24 hours you, as such
Representatives, shall not have procured such other Underwriters, or any others,
to purchase the Securities agreed to be purchased by the defaulting Underwriter
or Underwriters, then (a) if the aggregate number of Securities with respect to
which such default shall occur does not exceed 10% of the [Firm] Securities [or
Option Securities, as the case may be,] covered hereby, the other Underwriters
shall be obligated, severally, in proportion to the respective numbers of [Firm]
Securities [or Option Securities, as the case may be,] which they are obligated
to purchase hereunder, to purchase the Securities that such defaulting
Underwriter or Underwriters failed to purchase, or (b) if the

                                       25

aggregate number of shares of [Firm] Securities [or Option Securities, as the
case may be,] with respect to which such default shall occur exceeds 10% of the
[Firm] Securities [or Option Securities, as the case may be,] covered hereby,
the Company or you as the Representatives of the Underwriters will have the
right, by written notice given within the next 24-hour period to the parties to
this Agreement, to terminate this Agreement without liability on the part of the
non-defaulting Underwriters or of the Company except to the extent provided in
Section 8 hereof. In the event of a default by any Underwriter or Underwriters,
as set forth in this Section 10, the Closing Date [or Option Closing Date, as
the case may be,] may be postponed for such period, not exceeding seven days, as
you, as Representatives, may determine in order that the required changes in the
Registration Statement or in the Prospectus or in any other documents or
arrangements may be effected. The term "Underwriter" includes any person
substituted for a defaulting Underwriter. Any action taken under this Section 10
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.]

        SECTION 10 [11].     NOTICES.

        All communications hereunder shall be in writing and shall be mailed,
hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Underwriter(s):

        [Name and address of Representative(s) of the Underwriter(s)]

with a copy to:

        [Name and address of Underwriter(s)'s counsel]

If to the Company:

        Lamar Advertising Company
        5551 Corporate Boulevard
        Baton Rouge, Louisiana, 70808
        Facsimile:  (225) 926-1005
        Attention:  Kevin P. Reilly, Jr., President

with a copy to:

        Palmer & Dodge LLP
        One Beacon Street
        Boston, MA 02108
        Facsimile:  (617) 227-4420
        Attention:  George Ticknor

                                       26

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

        SECTION 11 [12].     TERMINATION.

        This Agreement may be terminated by you by notice to the Company as
follows:

        (a) at any time after the date hereof and prior to the Closing if any of
the following has occurred: (i) any outbreak or escalation of hostilities or
declaration of war or national emergency after the date hereof or other national
or international calamity or crisis or change in economic or political
conditions if the effect of such outbreak, escalation, declaration, emergency,
calamity, crisis or change on the financial markets of the United States would,
in your reasonable judgment, make the offering or delivery of the Securities
impracticable, (ii) trading in securities on the New York Stock Exchange, the
American Stock Exchange or the Nasdaq National Market shall have been suspended
or materially limited (other than limitations on hours or numbers of days of
trading or the application of "circuit breakers") or minimum prices shall have
been established for securities on either such Exchange, (iii) declaration of a
banking moratorium by either federal or New York State authorities, (iv) any
downgrading in the rating of the Company's debt securities by any "nationally
recognized statistical rating organization" (as defined for purposes of Rule
436(g) under the Securities Exchange Act of 1934, as amended); (v) the taking of
any action by any governmental body or agency in respect of its monetary or
fiscal affairs that in your reasonable opinion has a material adverse effect on
the securities markets in the United States or elsewhere; or (vi) any litigation
or proceeding is pending or threatened against the Underwriter(s) that seeks to
enjoin or otherwise restrain, or seeks damages in connection with, or questions
the legality or validity of this Agreement or the transactions contemplated
hereby; or

        (b) as provided in Section 6 [If Section 10 "Default of Underwriters" is
included, then the following phrase will be inserted-"and Section 10"] of this
Agreement.

This Agreement also may be terminated by you, by notice to the Company as to any
obligation of the Underwriter(s) to purchase the Option Securities, upon the
occurrence at any time prior to the Option Closing Date of any of the events
described in subparagraph (a) above or as provided in Section 6 [If Section 10
"Default of Underwriters" is included, then the following phrase will be
inserted-"and Section 10"] of this Agreement.

        SECTION 12 [13].     SUCCESSORS.

        This Agreement will inure to the benefit of and be binding upon the
parties hereto, and to the benefit of the employees, officers and directors and
controlling persons referred to in Section 8, and in each case their respective
successors, and personal representatives, and no other person will have any
right or obligation hereunder. The term "successors" shall not include any
purchaser of the Securities as such from the Underwriter(s) merely by reason of
such purchase.

                                       27

        SECTION 13 [14].     PARTIAL UNENFORCEABILITY.

        The invalidity or unenforceability of any Section, paragraph or
provision of this Agreement shall not affect the validity or enforceability of
any other Section, paragraph or provision hereof. If any Section, paragraph or
provision of this Agreement is for any reason determined to be invalid or
unenforceable, there shall be deemed to be made such minor changes (and only
such minor changes) as are necessary to make it valid and enforceable.

        SECTION 14 [15]. GOVERNING LAW PROVISIONS. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

        SECTION 15 [16].     GENERAL PROVISIONS.

        This Agreement constitutes the entire agreement of the parties to this
Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter
hereof. This Agreement may be executed in two or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement may not be amended or
modified unless in writing by all of the parties hereto, and no condition herein
(express or implied) may be waived unless waived in writing by each party whom
the condition is meant to benefit. The Table of Contents and the Section
headings herein are for the convenience of the parties only and shall not affect
the construction or interpretation of this Agreement.

                                       28

        If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                            Very truly yours,

                                            LAMAR ADVERTISING COMPANY

                                            By:__________________________
                                              Name:
                                              Title:

                                       29

        The foregoing Underwriting Agreement is hereby confirmed and accepted by
the Underwriter(s) in _____________, ______________ as of the date first above
written.

[Underwriter(s)]

By:___________________________
   Name:
   Title:

                                       30

                                   SCHEDULE I

                          Subsidiaries of Lamar Advertising Company*

 
                                                                STATE OR OTHER
                                                               JURISDICTION OF
                                                               INCORPORATION OR
 NAME                                                            ORGANIZATION
 --------------------------------------                        ----------------

 American Signs, Inc.                                             Washington
 Canadian TODS Limited.....................................  Nova Scotia, Canada
 Colorado Logos, Inc.......................................        Colorado
 Delaware Logos, L.L.C.....................................        Delaware
 Florida Logos, Inc........................................        Florida
 Georgia Logos, L.L.C......................................        Georgia
 Hardin Development Corporation............................        Florida
 Interstate Logos, L.L.C...................................       Louisiana
 Kansas Logos, Inc.........................................         Kansas
 Kentucky Logos, LLC.......................................        Kentucky
 Lamar Advan, Inc..........................................      Pennsylvania
 Lamar Advantage GP Company, LLC...........................        Delaware
 Lamar Advantage Holding Company...........................        Delaware
 Lamar Advantage LP Company, LLC...........................        Delaware
 Lamar Advantage Outdoor Company, L.P......................        Delaware
 Lamar Advertising of Colorado Springs, Inc................        Colorado
 Lamar Advertising of Kentucky, Inc........................        Kentucky
 Lamar Advertising of Louisiana, L.L.C.....................       Louisiana
 Lamar Advertising of Michigan, Inc........................        Michigan
 Lamar Advertising of Oklahoma, Inc........................        Oklahoma
 Lamar Advertising of Penn, LLC............................        Delaware
 Lamar Advertising of South Dakota, Inc....................      South Dakota
 Lamar Advertising of Youngstown, Inc......................        Delaware
 Lamar Advertising Southwest, Inc..........................         Nevada
 Lamar Air, L.L.C..........................................       Louisiana
 Lamar Benches, Inc........................................        Oklahoma
 Lamar Central Outdoor, Inc................................        Delaware
 Lamar DOA Tennessee Holdings, Inc.........................        Delaware
 Lamar DOA Tennessee, Inc..................................        Delaware
 Lamar Electrical, Inc.....................................       Louisiana
 Lamar Florida, Inc........................................        Florida
 Lamar I-40 West, Inc......................................        Oklahoma
 Lamar Media Corp.                                                 Delaware
 Lamar OCI North Corporation...............................        Delaware
 Lamar OCI South Corporation...............................      Mississippi
 Lamar Ohio Outdoor Holding Corp...........................          Ohio
 Lamar Oklahoma Holding Company, Inc.......................        Oklahoma
 Lamar Pensacola Transit, Inc..............................        Florida
 Lamar Pinnacle Acquisition Co.............................        Georgia
 Lamar T.T.R., L.L.C.......................................        Arizona
 Lamar Tennessee, L.L.C....................................       Tennessee
 Lamar Texas General Partner, Inc..........................       Louisiana
 Lamar Texas Limited Partnership...........................         Texas
 Lamar Transit Advertising of New Orleans, LLC.............        Delaware
 LC Billboard L.L.C........................................        Delaware
 Maine Logos, L.L.C........................................         Maine
 Michigan Logos, Inc.......................................        Michigan
 Minnesota Logos, Inc......................................       Minnesota
 Mississippi Logos, L.L.C..................................      Mississippi
 Missouri Logos, LLC.......................................        Missouri

 
 
                                                                STATE OR OTHER
                                                               JURISDICTION OF
                                                               INCORPORATION OR
 NAME                                                            ORGANIZATION
 --------------------------------------                        ----------------

 Missouri Logos, a Partnership                                     Missouri
 Nebraska Logos, Inc.......................................        Nebraska
 Nevada Logos, Inc.........................................         Nevada
 New Jersey Logos, L.L.C...................................       New Jersey
 New Mexico Logos, Inc.....................................       New Mexico
 Ohio Logos, Inc...........................................          Ohio
 Oklahoma Logos, L.L.C.....................................        Oklahoma
 Outdoor Marketing Systems, Inc............................      Pennsylvania
 Outdoor Marketing Systems, LLC............................      Pennsylvania
 Outdoor Promotions West, LLC..............................        Delaware
 Parsons Development Company...............................        Florida
 Revolution Outdoor Advertising, Inc.......................        Florida
 South Carolina Logos, Inc.................................     South Carolina
 Stokely Ad Agency, L.L.C..................................        Oklahoma
 Tennessee Logos, Inc......................................       Tennessee
 Texas Logos, L.P..........................................         Texas
 The Lamar Company, L.L.C..................................       Louisiana
 TLC Properties II, Inc....................................         Texas
 TLC Properties, Inc.......................................       Louisiana
 TLC Properties, L.L.C.....................................       Louisiana
 Trans West Outdoor Advertising, Inc.......................       California
 Transit America Las Vegas, L.L.C..........................        Delaware
 Triumph Outdoor Holdings, LLC.............................        Delaware
 Triumph Outdoor Rhode Island, LLC.........................        Delaware
 Utah Logos, Inc.                                                    Utah
 Virginia Logos, LLC.......................................        Virginia
 Washington Logos, L.L.C...................................       Washington

* All subsidiaries are 100% owned by Lamar Advertising Company, except for
Missouri Logos, a Partnership, in which Lamar Advertising Company holds a 66
2/3% partnership interest.

                                   SCHEDULE II

                                 Lock-Up Letters

                              [List to be Provided]

                                  SCHEDULE III

                                  UNDERWRITERS

                                                                   Exhibit 4.l

               =====================================================
                            LAMAR ADVERTISING COMPANY

                                       AND

                     ___________________________, AS TRUSTEE

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

                                    INDENTURE

                             DATED AS OF __________
               =====================================================

                                TABLE OF CONTENTS

              
                                                                                                             PAGE

Article 1         DEFINITIONS AND INCORPORATION BY REFERENCE.....................................................1

         1.1      Definitions....................................................................................1

         1.2      Other Definitions..............................................................................5

         1.3      Incorporation by Reference of Trust Indenture Act..............................................5

         1.4      Rules of Construction..........................................................................6

Article 2         THE SECURITIES.................................................................................6

         2.1      Issuable in Series.............................................................................6

         2.2      Establishment of Terms of Series of Securities.................................................7

         2.3      Execution and Authentication...................................................................9

         2.4      Registrar and Paying Agent....................................................................10

         2.5      Paying Agent To Hold Assets in Trust..........................................................11

         2.6      Securityholder Lists..........................................................................11

         2.7      Transfer and Exchange.........................................................................11

         2.8      Replacement Securities........................................................................13

         2.9      Outstanding Securities........................................................................13

         2.10     Treasury Securities...........................................................................13

         2.11     Temporary Securities..........................................................................14

         2.12     Cancellation..................................................................................14

         2.13     Payment of Interest; Defaulted Interest; Computation of Interest..............................14

         2.14     CUSIP Number..................................................................................15

         2.15     Provisions for Global Securities..............................................................15

         2.16     Persons Deemed Owners.........................................................................16

Article 3         REDEMPTION....................................................................................16

         3.1      Notices of Trustee............................................................................16

         3.2      Selection by Trustee of Securities to Be Redeemed.............................................17

         3.3      Notice of Redemption..........................................................................17

         3.4      Effect of Notice of Redemption................................................................18

         3.5      Deposit of Redemption Price...................................................................18

         3.6      Securities Redeemed in Part...................................................................19

                                      -i-

                               TABLE OF CONTENTS
                                  (continued)

                                                                                                         

Article 4         COVENANTS.....................................................................................19

         4.1      Payment of Securities.........................................................................19

         4.2      SEC Reports...................................................................................19

         4.3      Waiver of Stay, Extension or Usury Laws.......................................................19

         4.4      Compliance Certificate........................................................................20

         4.5      Payment of Taxes and Other Claims.............................................................20

         4.6      Corporate Existence...........................................................................20

         4.7      Maintenance of Properties.....................................................................21

Article 5         SUCCESSOR CORPORATION.........................................................................21

         5.1      Limitation on Consolidation, Merger and Sale of Assets........................................21

         5.2      Successor Person Substituted..................................................................22

Article 6         DEFAULTS AND REMEDIES.........................................................................22

         6.1      Events of Default.............................................................................22

         6.2      Acceleration..................................................................................24

         6.3      Other Remedies................................................................................24

         6.4      Waiver of Past Defaults and Events of Default.................................................24

         6.5      Control by Majority...........................................................................25

         6.6      Limitation on Suits...........................................................................25

         6.7      Rights of Holders To Receive Payment..........................................................25

         6.8      Collection Suit by Trustee....................................................................26

         6.9      Trustee May File Proofs of Claim..............................................................26

         6.10     Priorities....................................................................................26

         6.11     Undertaking for Costs.........................................................................27

Article 7         TRUSTEE.......................................................................................27

         7.1      Duties of Trustee.............................................................................27

         7.2      Rights of Trustee.............................................................................28

         7.3      Individual Rights of Trustee..................................................................29

         7.4      Trustee's Disclaimer..........................................................................29

         7.5      Notice of Default.............................................................................29

                                      -ii-

                               TABLE OF CONTENTS
                                  (continued)

              
         7.6      Reports by Trustee to Holders.................................................................30

         7.7      Compensation and Indemnity....................................................................30

         7.8      Replacement of Trustee........................................................................30

         7.9      Successor Trustee by Consolidation, Merger or Conversion......................................31

         7.10     Eligibility; Disqualification.................................................................32

         7.11     Preferential Collection of Claims Against Company.............................................32

         7.12     Paying Agents.................................................................................32

Article 8         AMENDMENTS, SUPPLEMENTS AND WAIVERS...........................................................32

         8.1      Without Consent of Holders....................................................................32

         8.2      With Consent of Holders.......................................................................33

         8.3      Compliance with Trust Indenture Act...........................................................34

         8.4      Revocation and Effect of Consents.............................................................34

         8.5      Notation on or Exchange of Securities.........................................................35

         8.6      Trustee to Sign Amendments, Etc...............................................................35

Article 9         DISCHARGE OF INDENTURE; DEFEASANCE............................................................35

         9.1      Discharge of Indenture........................................................................35

         9.2      Legal Defeasance..............................................................................36

         9.3      Covenant Defeasance...........................................................................36

         9.4      Conditions to Legal Defeasance or Covenant Defeasance.........................................37

         9.5      Deposited Money and U.S. and Foreign Government Obligations to be Held in Trust; Other
                  Miscellaneous Provisions......................................................................38

         9.6      Reinstatement.................................................................................39

         9.7      Moneys Held by Paying Agent...................................................................39

         9.8      Moneys Held by Trustee........................................................................39

Article 10        MISCELLANEOUS.................................................................................40

         10.1     Trust Indenture Act Controls..................................................................40

         10.2     Notices.......................................................................................40

         10.3     Communications by Holders with Other Holders..................................................41

         10.4     Certificate and Opinion as to Conditions Precedent............................................41

                                     -iii-

                               TABLE OF CONTENTS
                                  (continued)

         10.5     Statement Required in Certificate and Opinion.................................................42

         10.6     Rules by Trustee and Agents...................................................................42

         10.7     Business Days; Legal Holidays.................................................................42

         10.8     Governing Law.................................................................................42

         10.9     No Adverse Interpretation of Other Agreements.................................................43

         10.10    No Recourse Against Others....................................................................43

         10.11    Successors and Assigns........................................................................43

         10.12    Multiple Counterparts.........................................................................43

         10.13    Table of Contents, Headings, Etc..............................................................43

         10.14    Separabilty...................................................................................43

         10.15    Securities in a Foreign Currency or in ECU....................................................43

         10.16    Judgment Currency.............................................................................44

                                      -iv-

                               TABLE OF CONTENTS
                                  (continued)

CROSS-REFERENCE TABLE

TIA SECTION                                                                                       INDENTURE SECTION
- -----------                                                                                       -----------------
                                                                                                 
310(a)(1)                                                                                                      7.10
(a)(2)                                                                                                         7.10
(a)(3)                                                                                                          N/A
(a)(4)                                                                                                          N/A
(a)(5)                                                                                                         7.10
(b)                                                                                                 7.8; 7.10; 10.2
(b)(1)                                                                                                         7.10
(b)(9)                                                                                                         7.10
(c)                                                                                                             N/A
311(a)                                                                                                         7.11
(b)                                                                                                            7.11
(c)                                                                                                             N/A
312(a)                                                                                                          2.6
(b)                                                                                                            10.3
(c)                                                                                                            10.3
313(a)                                                                                                          7.6
(b)(1)                                                                                                          7.6
(b)(2)                                                                                                          7.6
(c)                                                                                                       7.6; 10.2
(d)                                                                                                             7.6
314(a)                                                                                               4.2; 4.4; 10.2
(b)                                                                                                             N/A
(c)(1)                                                                                                   10.4; 10.5
(c)(2)                                                                                                   10.4; 10.5
(c)(3)                                                                                                          N/A
(d)                                                                                                             N/A
(e)                                                                                                            10.5
(f)                                                                                                             N/A
315(a)                                                                                                     7.1, 7.2
(b)                                                                                                       7.5; 10.2
(c)                                                                                                             7.1
(d)                                                                                                   6.5; 7.1; 7.2
(e)                                                                                                            6.11
316(a)(last sentence)                                                                                          2.10
(a)(1)(A)                                                                                                       6.5
(a)(1)(B)                                                                                                       6.4
(a)(2)                                                                                                          8.2

                                      -v-

                               TABLE OF CONTENTS
                                  (continued)

                                                                                                 

(b)                                                                                                             6.7
(c)                                                                                                             8.4
317(a)(1)                                                                                                       6.8
(a)(2)                                                                                                          6.9
(b)                                                                                                       2.5; 7.12
318(a)                                                                                                         10.1

N/A means not applicable

Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of the Indenture.

                                      -vi-

         INDENTURE, dated as of __________, _______, by and between LAMAR
ADVERTISING COMPANY, a Delaware corporation, as Issuer (the "Company"), and
_____________________________, a national association organized under the laws
of ________________, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture.

         All things necessary to make this Indenture a valid agreement of the
Company in accordance with its terms have been done, and the execution and
delivery thereof have been in all respects duly authorized by the parties
hereto.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

        1.1     DEFINITIONS.

         "Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise.

         "Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.

         "Board of Directors" means the Board of Directors of the Company or any
committee authorized to act therefor.

         "Board Resolution" means a copy of a resolution certified pursuant to
an Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Capital Stock" means, with respect to any Person, any and all shares
or other equivalents (however designated) of capital stock, partnership
interests or any other participation, right or

other interest in the nature of an equity interest in such Person or any option,
warrant or other security convertible into any of the foregoing.

         "Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture, and thereafter means the successor and any other primary obligor on
the Securities.

         "Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.

         "Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer and attested to by the Secretary or any
Assistant Secretary of the Company.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered.

         "Default" means any event that is, or with the passing of time or
giving of notice or both would be, an Event of Default.

         "Depositary" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such Series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each Person
who is then a Depositary hereunder, and if at any time there is more than one
such Person, such Persons.

         "Dollars" means the currency of the United States of America.

         "ECU" means the European Currency Unit as determined by the Commission
of the European Union.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.

         "Foreign Government Obligations" means with respect to Securities of
any Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a person controlled or supervised by or acting as an agency or instrumentality
of such government the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation by such government, which, in either case
under clauses (i) or (ii), are not callable or redeemable at the option of the
issuer thereof.

         "GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time.

                                      -2-

         "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2,
evidencing all or part of a Series of Securities issued to the Depositary for
such Series or its nominee, registered in the name of such Depositary or
nominee, and bearing the legend set forth in Section 2.15(c) (or such legend as
may be specified as contemplated by Section 2.2 for such Securities).

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness" means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP.

         "Indenture" means this Indenture as amended, restated or supplemented
from time to time.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on Securities of any Series.

         "Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any capitalized lease obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

         "Maturity Date" when used with respect to any Security or installment
of principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect payment or otherwise.

         "Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company or any other officer designated by the Board of Directors, as the case
may be.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President, and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture.

         "Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee.

                                      -3-

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).

         "Redemption Date" when used with respect to any Security of a Series to
be redeemed, means the date fixed for such redemption pursuant to this
Indenture.

         "Responsible Officer" when used with respect to the Trustee, means any
officer or officers within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and who are responsible for compliance with the obligations of the
Trustee as set forth in this Indenture and also means, with respect to a
particular corporate trust matter or obligation required of the Trustee as set
forth in this Indenture, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

         "SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the same
functions.

         "Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.

         "Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such
regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such regulation is in effect on
the date hereof.

         "Stated Maturity" means, when used with respect to any Security of any
Series or any installment of principal thereof or interest thereon, means the
date specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable and,
when used with respect to any other Indebtedness, means the date specified in
the instrument governing such Indebtedness as the fixed date on which the
principal of such Indebtedness, or any installment of interest thereon, is due
and payable.

         "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors thereof is held, directly or indirectly by such Person or any of its
Subsidiaries; or (ii) in the case of a partnership, joint venture, association
or other business entity, with respect to which such Person or any of its
Subsidiaries has the power to direct or cause the direction of the

                                      -4-

management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial
statement purposes.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).

         "Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

         "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

        1.2     OTHER DEFINITIONS.

         The definitions of the following terms may be found in the sections
indicated as follows:

                                                               Defined
         Term                                                in Section

"Bankruptcy Law"                                                     6.1
"Business Day"                                                      10.8
"Covenant Defeasance"                                                9.3
"Custodian"                                                          6.1
"Event of Default"                                                   6.1
"Journal"                                                          10.16
"Judgment Currency"                                                10.17
"Legal Defeasance"                                                   9.2
"Legal Holiday"                                                     10.8
"Market Exchange Rate"                                             10.16
"New York Banking Day"                                             10.17
"Paying Agent"                                                       2.4
"Registrar"                                                          2.4
"Required Currency"                                                10.17
"Service Agent"                                                      2.4

        1.3     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the portion
of such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part of
this Indenture. The following TIA terms used in this Indenture have the
following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture securityholder" means a Securityholder.

                                      -5-

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

        "obligor on the indenture securities" means the Company or any other
obligor on the Securities.

         All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rule have
the meanings therein assigned to them.

        1.4     RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

        (1) a term has the meaning assigned to it herein, whether defined
expressly or by reference;

        (2) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

        (3) "or" is not exclusive;

        (4) words in the singular include the plural, and in the plural include
the singular;

        (5) words used herein implying any gender shall apply to each gender;
and

        (6) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other sub-division.

                                   ARTICLE 2
                                 THE SECURITIES

        2.1     ISSUABLE IN SERIES.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. All Securities of a Series shall be identical except as may
be set forth in a Board Resolution, a supplemental indenture or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the
authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, Stated Maturity, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

                                      -6-

        2.2     ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

         At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through 2.2(25) by a
Board Resolution, a supplemental indenture or an Officers' Certificate, in each
case, pursuant to authority granted under a Board Resolution:

        (1) the title of the Series (which shall distinguish the Securities of
that particular Series from the Securities of any other Series);

        (2) the price or prices (expressed as a percentage of the principal
amount thereof) at which the Securities of the Series will be issued;

        (3) any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the Series pursuant to
Section 2.7, 2.8, 2.11, 3.6 or 8.5);

        (4) the date or dates on which the principal of the Securities of the
Series is payable;

        (5) the rate or rates (which may be fixed or variable) per annum or, if
applicable, the method used to determine such rate or rates (including, but not
limited to, any commodity, commodity index, stock exchange index or financial
index) at which the Securities of the Series shall bear interest, if any, the
date or dates from which such interest, if any, shall accrue, the date or dates
on which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any Interest Payment Date;

        (6) the place or places where the principal of and interest and premium,
if any, on the Securities of the Series shall be payable, or the method of such
payment, if by wire transfer, mail or other means;

        (7) if applicable, the period or periods within which, the price or
prices at which and the terms and conditions upon which the Securities of the
Series may be redeemed, in whole or in part, at the option of the Company;

        (8) the obligation, if any, of the Company to redeem or purchase the
Securities of the Series pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities of
the Series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

        (9) the dates, if any, on which and the price or prices at which the
Securities of the Series will be repurchased by the Company at the option of the
Holders thereof and other detailed terms and provisions of such repurchase
obligations;

                                      -7-

        (10) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Securities of the Series shall be
issuable;

        (11) the forms of the Securities of the Series in bearer or fully
registered form (and, if in fully registered form, whether the Securities will
be issuable as Global Securities);

        (12) if other than the principal amount thereof, the portion of the
principal amount of the Securities of the Series that shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2;

        (13) the currency of denomination of the Securities of the Series, which
may be Dollars or any Foreign Currency, including, but not limited to, the ECU,
and if such currency of denomination is a composite currency other than the ECU,
the agency or organization, if any, responsible for overseeing such composite
currency;

        (14) the designation of the currency, currencies or currency units in
which payment of the principal of and interest and premium, if any, on the
Securities of the Series will be made;

        (15) if payments of principal of, interest or premium, if any, on the
Securities of the Series are to be made in one or more currencies or currency
units other than that or those in which such Securities are denominated, the
manner in which the exchange rate with respect to such payments will be
determined;

        (16) the manner in which the amounts of payment of principal of and
interest and premium, if any, on the Securities of the Series will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock
exchange index or financial index;

        (17) the provisions, if any, relating to any security provided for the
Securities of the Series;

        (18) any addition to or change in the Events of Default which applies to
any Securities of the Series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 6.2;

        (19) any addition to or change in the covenants set forth in Articles 4
or 5 which applies to Securities of the Series;

        (20) any other terms of the Securities of the Series (which terms shall
not be inconsistent with the provisions of this Indenture, except as permitted
by Section 8.1, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series).

        (21) any depositories, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to Securities of such Series if
other than those appointed herein;

                                      -8-

        (22) the terms and conditions, if any, upon which the Securities and any
guarantees thereof shall be subordinated in right of payment to other
indebtedness of the Company or any guarantor;

        (23) the form and terms of any guarantee of the Securities;

        (24) if applicable, that the Securities of the Series, in whole or any
specified part, shall be defeasible pursuant to Article 9; and

        (25) if applicable, that the Securities of the Series, in whole or any
specified part, shall be convertible into equity securities of the Company

         All Securities of any one Series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental
indenture or Officers' Certificate referred to above, and the authorized
principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

        2.3     EXECUTION AND AUTHENTICATION.

         The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.
Each such signature may be either manual or facsimile. The Company's seal may be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid. A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt
by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate.

         The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.

         Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate establishing the form of the Securities of

                                      -9-

that Series or of Securities within that Series and the terms of the Securities
of that Series or of Securities within that Series, (b) an Officers' Certificate
complying with Section 10.4, and (c) an Opinion of Counsel complying with
Section 10.4.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised in writing by
outside counsel, determines that such action may not lawfully be taken; or (b)
if the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal
liability, or cause it to have a conflict of interest with respect to Holders of
any then outstanding Series of Securities.

         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Any appointment shall be
evidenced by instrument signed by an authorized officer of the Trustee, a copy
of which shall be furnished to the Company. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

        2.4     REGISTRAR AND PAYING AGENT.

         The Company shall maintain an office or agency where Securities of any
Series may be presented for registration of transfer or for exchange
("Registrar"), an office or agency located in the Borough of Manhattan, City of
New York, State of New York where Securities may be presented for payment
("Paying Agent"), and an office or agency where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served
("Service Agent"). The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Company may have one or more co-registrars and
one or more additional paying agents. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 10.2. Neither the Company nor any
Affiliate of the Company may act as Paying Agent. The Company may change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company shall give prompt written notice to the Trustee of such designation or
rescission and of any change in the location of any such other office or agency.

The Company shall enter into an appropriate agency agreement with any Registrar
or Paying Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or agent for service of notices and
demands, or fails to give the foregoing notice, the Trustee shall

                                      -10-

act as such. The Company hereby appoints the Trustee as the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company.

        2.5     PAYING AGENT TO HOLD ASSETS IN TRUST.

         The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest or premium (if any) on, such Series of Securities (whether such
assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered by
the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.

        2.6     SECURITYHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each regular record
date for the payment of interest on the Securities of a Series and before each
related Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each Series
of Securities.

        2.7     TRANSFER AND EXCHANGE.

         When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested, and when such Securities of a Series are presented to the
Registrar with a request to exchange them for an equal principal amount of other
authorized denominations of Securities of the same Series, the Registrar shall
make the exchange as requested. To permit transfers and exchanges, upon
surrender of any Security for registration of transfer at the office or agency
maintained pursuant to Section 2.4 hereof, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request.

         Notwithstanding any other provision of this Section 2.7, unless and
until it is exchanged in whole or in part for definitive Securities, a Global
Security may not be transferred except as a whole by the Depositary to a nominee
of such Depositary or by a nominee of such Depositary to

                                      -11-

such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary.

         If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 90 days after the date the Company is so informed in writing or
becomes aware of the same, or (ii) a Default or an Event of Default has occurred
and is continuing, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the Company
will promptly execute and deliver to the Trustee), will authenticate and deliver
definitive Securities, without charge, in an aggregate principal amount equal to
the principal amount of the outstanding Global Securities, in exchange for and
upon surrender of all such Global Securities.

         In any exchange provided for in the preceding paragraph, the Company
will execute and the Trustee will authenticate and deliver definitive Securities
in the authorized denominations provided by Section 2.3.

         Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities pursuant to this Section 2.7 shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration or transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Registrar or a
co-Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing.

         Any exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers
of Securities of any Series or to exchange Securities of any Series for a period
of 15 days before selection for redemption of such Securities. The Trustee shall
not be required to exchange or register transfers of Securities of any Series
called or being called for redemption in whole or in part, except the unredeemed
portion of such Security being redeemed in part.

        2.8     REPLACEMENT SECURITIES.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security of
the same Series and of like tenor and principal amount and bearing a

                                      -12-

number not contemporaneously outstanding. An indemnity bond may be required by
the Company or the Trustee that is sufficient in the reasonable judgment of the
Company or the Trustee, as the case may be, to protect the Company, the Trustee
or any Agent from any loss which any of them may suffer if a Security is
replaced. The Company may charge such Holder for its reasonable, out-of-pocket
expenses in replacing a Security, including the fees and expenses of counsel.
Every replacement Security shall constitute an additional obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionally with any and all other Securities of that
Series duly issued hereunder.

        2.9     OUTSTANDING SECURITIES.

         Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.

         If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.

         If a Paying Agent holds on a Redemption Date or Maturity Date of a
Series of Securities money sufficient to pay the principal of, premium, if any,
and accrued interest on Securities payable on that date and is not prohibited
from paying such money to the Holders thereof pursuant to the terms of this
Indenture, then on and after that date such Securities cease to be outstanding
and interest on them ceases to accrue.

         Subject to Section 2.10, a Security does not cease to be outstanding
solely because the Company or an Affiliate holds the Security.

        2.10    TREASURY SECURITIES.

         In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver, Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

        2.11    TEMPORARY SECURITIES.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form, and shall carry all rights, of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities presented to it.

                                      -13-

        2.12    CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.12.

        2.13    PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF
                INTEREST.

         Except as otherwise provided as contemplated by Section 2.2 with
respect to any Series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security is registered at the close of
business on the regular record date for such interest, as provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate establishing
the terms of such Series.

         With respect to any Holder with an aggregate principal amount of
Securities of any Series in an amount in excess of $2,000,000, upon receipt by
the Trustee of a written request from such Holder, payments of interest with
respect to such Securities shall be made to such Holder by wire transfer of
immediately available funds. Each other Holder shall receive payments of
interest by check or by transfer to an account maintained by such Holder in the
United States.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest or
the next succeeding Business Day if such date is not a Business Day. At least 15
days before the special record date, the Company shall mail or cause to be
mailed to each Securityholder, with a copy to the Trustee, a notice that states
the special record date, the payment date, and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.

         Except as otherwise specified as contemplated by Section 2.2 for
Securities of any Series, interest on the Securities of each Series shall be
computed on the basis of a 360-day year of twelve 30-day months.

        2.14    CUSIP NUMBER.

         The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.

                                      -14-

        2.15    PROVISIONS FOR GLOBAL SECURITIES.

                        (a) A Board Resolution, a supplemental indenture hereto
or an Officers' Certificate shall establish whether the Securities of a Series
shall be issued in whole or in part in the form of one or more Global Securities
and the Depositary for such Global Securities or Securities.

                        (b) Notwithstanding any provisions to the contrary
contained in Section 2.7 of the Indenture and in addition thereto, any Global
Security shall be exchangeable pursuant to Section 2.7 of the Indenture for
Securities registered in the names of Holders other than the Depositary for such
Security or its nominee only if (i) such Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days after such event, (ii) the Company executes and
delivers to the Trustee an Officers' Certificate to the effect that such Global
Security shall be so exchangeable or (iii) a Default or an Event of Default with
respect to the Securities represented by such Global Security shall have
occurred and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depositary shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

                  Except as provided in this Section 2.15(b), a Global Security
may not be transferred except as a whole by the Depositary with respect to such
Global Security to a nominee of such Depositary, by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such a successor
Depositary.

                        (c) Any Global Security issued hereunder shall bear a
legend in substantially the following form:

                "This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. This Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary."

                        (d) The Depositary, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under the Indenture.

                        (e) Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and

                                      -15-

interest and premium, if any, on any Global Security shall be made to the
Depositary or its nominee in its capacity as the Holder thereof.

                        (f) Except as provided in Section 2.15(e), the Company,
the Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of any Series represented by a Global Security
as shall be specified in a written statement of the Depositary (which may be in
the form of a participants' list for such Series) with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or
directions required to be given by the Holders pursuant to this Indenture.

        2.16    PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, the Registrar and any agent of the Company, the
Registrar or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 2.13) any interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee, the Registrar nor any agent of the Company, the Registrar or the
Trustee shall be affected by notice to the contrary.

                                   ARTICLE 3
                                   REDEMPTION

        3.1     NOTICES OF TRUSTEE.

         The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities or the
related Board Resolution, supplemental indenture or Officers' Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 35 days (unless a
shorter notice shall be satisfactory to the Trustee) but not more than 60 days
before the Redemption Date. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

3.2      SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, if fewer
than all of the Securities of a Series are to be redeemed, the Trustee shall
select the Securities of a Series to be redeemed pro rata, by lot or by any
other method that the Trustee considers fair and appropriate and, if such
Securities are listed on any securities exchange, by a method that complies with
the requirements of such exchange.

         The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial

                                      -16-

redemption, the principal amount thereof to be redeemed. Securities of a Series
in denominations of $1,000 may be redeemed only in whole. The Trustee may select
for redemption portions of the principal of Securities of a Series that have
denominations larger than $1,000. Securities of a Series and portions of them it
selects shall be in amounts of $1,000 or, with respect to Securities of any
Series issuable in other denominations pursuant to Section 2.2(10), the minimum
principal denomination for each Series and integral multiples thereof.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

        3.3     NOTICE OF REDEMPTION.

         Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar.

         The notice shall identify the Securities to be redeemed (including the
CUSIP number(s) thereof, if any) and shall state:

                (1) the Redemption Date;

                (2) the redemption price;

                (3) if any Security of a Series is being redeemed in part, the
portion of the principal amount of such Security of a Series to be redeemed and
that, after the Redemption Date and upon surrender of such Security of a Series,
a new Security or Securities in principal amount equal to the unredeemed portion
will be issued;

                (4) the name and address of the Paying Agent;

                (5) that Securities of a Series called for redemption must be
surrendered to the Paying Agent to collect the redemption price, and the place
or places where each such Security is to be surrendered for such payment;

                (6) that, unless the Company defaults in making the redemption
payment, interest on the Securities of a Series called for redemption ceases to
accrue on or after the Redemption Date, and the only remaining right of the
Holders of such Securities is to receive payment of the redemption price upon
surrender to the Paying Agent of the Securities redeemed; and

                (7) if fewer than all the Securities of a Series are to be
redeemed, the identification of the particular Securities of a Series (or
portion thereof) to be redeemed, as well as the aggregate principal amount of
Securities of a Series to be redeemed and the aggregate principal amount of
Securities of a Series to be outstanding after such partial redemption.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

                                      -17-

        3.4     EFFECT OF NOTICE OF REDEMPTION.

         Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
(but not including) the Redemption Date. Upon surrender to the Trustee or Paying
Agent, such Securities of a Series shall be paid at the redemption price, plus
accrued interest, if any, to (but not including) the Redemption Date, provided
that if the Redemption Date is after a regular interest payment record date and
on or prior to the next Interest Payment Date, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant
record date, as specified by the Company in the notice to the Trustee pursuant
to Section 3.1 hereof.

        3.5     DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.

         On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Securities called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Securities called for redemption will cease to accrue interest and
the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, at the rate and in the manner provided in the
Securities.

        3.6     SECURITIES REDEEMED IN PART.

         Upon surrender of a Security of a Series that is redeemed in part, the
Trustee shall authenticate for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4
                                   COVENANTS

        4.1     PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest and premium, if
any, on each Series of Securities on the dates and in the manner provided in
such Securities and this Indenture.

         An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited from
paying such money to the Holders pursuant to the terms of this Indenture or
otherwise.

                                      -18-

         The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of
Securities.

        4.2     SEC REPORTS.

         The Company will deliver to the Trustee and the Holders of Securities
within 15 days after the filing of the same with the SEC, copies of the
quarterly and annual report and of the information documents and other reports,
if any, which the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the SEC, to the extent permitted, and provide
the Trustee, Holders of each Series of Securities and prospective holders of
each Series of Securities with such quarterly and annual reports and such
information, documents and other reports specified in Section 13 and 15(d) of
the Exchange Act. The Company will also comply with the other provisions of TIA
Section 314(a).

        4.3     WAIVER OF STAY, EXTENSION OR USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
they will not at any time insist upon, or plead (as a defense or otherwise) or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension law, usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any,
and/or interest on the Securities as contemplated herein, wherever enacted, now
or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that they may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

        4.4     COMPLIANCE CERTIFICATE.

                (a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company, an Officers' Certificate which
complies with TIA Section 314(a)(4) stating that a review of the activities of
the Company and its Subsidiaries during such fiscal year has been made under the
supervision of the signing Officers with a view to determining whether each has
kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge each has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action each is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest or premium, if any, on the Securities is prohibited or if such event
has occurred, a description of the event and what action each is taking or
proposes to take with respect thereto.

                                      -19-

                        (b) (i) If any Default or Event of Default has occurred
and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder
with respect to a claimed Default under this Indenture or the Securities, the
Company shall deliver to the Trustee an Officers' Certificate specifying such
event, notice or other action within five Business Days of its becoming aware of
such occurrence and what action the Company is taking or proposes to take with
respect thereto.

        4.5     PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant Subsidiaries and (ii)
all lawful claims for labor, materials and supplies that, if unpaid, might by
law become a Lien upon the property of it or any of its Significant
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.

        4.6     CORPORATE EXISTENCE.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or other existence of each Significant
Subsidiary, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and of each Significant
Subsidiary, and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Significant
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Significant Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders.

        4.7     MAINTENANCE OF PROPERTIES.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 4.7 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

                                      -20-

                                   ARTICLE 5
                              SUCCESSOR CORPORATION

        5.1     LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS.

                        (a) The Company will not, in any transaction or series
of transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person or Persons, and
the Company will not permit any of its Significant Subsidiaries to enter into
any such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company or the Company and its Significant
Subsidiaries, taken as a whole, to any other Person or Persons, unless at the
time of and after giving effect thereto (i) either (A) if the transaction or
series of transactions is a merger or consolidation, the Company shall be the
surviving Person of such merger or consolidation, or (B) the Person formed by
such consolidation or into which the Company or such Significant Subsidiary is
merged or to which the properties and assets of the Company or such Significant
Subsidiary, as the case may be, are transferred (any such surviving person or
transferee Person being the "Surviving Entity") shall be a corporation organized
and existing under the laws of the United States of America, any state thereof
or the District of Columbia and shall expressly assume by a supplemental
indenture executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, all the obligations of the Company (including, without
limitation, the obligation to pay the principal of, and premium and interest, if
any, on the Securities and the performance of the other covenants) under the
Securities of each Series and this Indenture, and in each case, this Indenture
shall remain in full force and effect; and (ii) immediately before and
immediately after giving effect to such transaction or series of transactions on
a pro forma basis (including, without limitation, any Indebtedness incurred or
anticipated to be incurred in connection with or in respect of such transaction
or series of transactions), no Default or Event of Default shall have occurred
and be continuing.

                        (b) In connection with any consolidation, merger or
transfer of assets contemplated by this Section 5.1, the Company shall deliver,
or cause to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and the supplemental
indenture in respect thereto comply with this Section 5.1 and that all
conditions precedent herein provided for relating to such transaction or
transactions have been complied with.

        5.2     SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Significant Subsidiary in
accordance with Section 5.1 above, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter
(except with respect to any

                                      -21-

such transfer which is a lease) the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

        6.1     EVENTS OF DEFAULT.

         "Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:

                (1) there is a default in the payment of any principal of, or
premium, if any, on the Securities when the same becomes due and payable at
maturity, upon acceleration, redemption or otherwise;

                (2) there is a default in the payment of any interest on any
Security of a Series when the same becomes due and payable and the Default
continues for a period of 30 days;

                (3) the Company defaults in the observance or performance of any
other covenant in the Securities of a Series or this Indenture for 45 days after
written notice from the Trustee or the Holders of not less than 25% in the
aggregate principal amount of the Securities of such Series then outstanding;

                (4) there is a default or are defaults under one or more
agreements, instruments, mortgages, bonds, debentures or other evidences of
Indebtedness under which the Company or any Significant Subsidiary of the
Company then has outstanding Indebtedness in excess of $25 million, individually
or in the aggregate, and either (a) such Indebtedness is already due and payable
in full or (b) such default or defaults have resulted in the acceleration of the
maturity of such Indebtedness;

                (5) a court of competent jurisdiction enters a final judgment or
judgments which can no longer be appealed for the payment of money in excess of
$25 million (not covered by insurance) against the Company or any Significant
Subsidiary and such judgment remains undischarged for a period of 60 consecutive
days during which a stay of enforcement of such judgment shall not be in effect;

                (6) the Company or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

                        (A) commences a voluntary case,

                        (B) consents to the entry of an order for relief against
it in an involuntary case,

                        (C) consents to the appointment of a Custodian of it or
for all or substantially all of its property,

                                      -22-

                        (D) makes a general assignment for the benefit of its
creditors, or

                        (E) generally is not paying its debts as they become
due;

                (7) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:

                        (A) is for relief against the Company or any Significant
Subsidiary in an involuntary case;

                        (B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of the property of the
Company or any Significant Subsidiary; or

                        (C) orders the liquidation of the Company or any
Significant Subsidiary, and the order or decree remains unstayed and in effect
for 60 days; or

                (8) any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate, in accordance with
Section 2.2(18).

         The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.

        6.2     ACCELERATION.

         If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(6) or
(7)) occurs and is continuing, the Trustee by written notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the Securities
of that Series then outstanding may by written notice to the Company and the
Trustee declare that the entire principal amount of all the Securities of that
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are immediately due and payable, in which case such amounts shall
become immediately due and payable; provided, however, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Securities of that Series may rescind and annul such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, premium, if any, or interest that
has become due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid and (iii) if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto. In
case an Event of Default specified in Section 6.1(6) or (7) with

                                      -23-

respect to the Company occurs, such principal, premium, if any, and interest
amount with respect to all of the Securities of that Series shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the Holders of the Securities of that Series.

        6.3     OTHER REMEDIES.

         If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal of,
or premium, if any, and interest on the Securities of that Series or to enforce
the performance of any provision of the Securities of that Series or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.

        6.4     WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT.

         Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such
Series or compliance with any provision of this Indenture (with respect to such
Series) or the Securities of such Series. Upon any such waiver, such Default
with respect to such Series shall cease to exist, and any Event of Default with
respect to such Series arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

        6.5     CONTROL BY MAJORITY.

         The Holders of a majority in principal amount of the Securities of any
Series then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture with respect to such Series.
The Trustee, however, may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines may be unduly prejudicial to
the rights of another Securityholder or that may involve the Trustee in personal
liability; provided that the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

        6.6     LIMITATION ON SUITS.

         Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Securities
of a Series unless:

                (1) the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of that Series;

                                      -24-

                (2) the Holders of at least 25% in aggregate principal amount of
the Securities of such Series then outstanding make a written request to the
Trustee to pursue the remedy;

                (3) such Holder or Holders offer to the Trustee indemnity
reasonably satisfactory to the Trustee against any loss, liability or expense to
be incurred in compliance with such request;

                (4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and

                (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in
aggregate principal amount of the Securities of such Series then outstanding.

         A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

        6.7     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of a Series to receive payment of principal of, or premium,
if any, and interest of the Security of such Series on or after the respective
due dates expressed in the Security of such Series, or to bring suit for the
enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of
the Holder.

        6.8     COLLECTION SUIT BY TRUSTEE.

         If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
(or any other obligor on the Securities of that Series) for the whole amount of
unpaid principal and accrued interest remaining unpaid, together with interest
on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate then
borne by the Securities of that Series, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

        6.9     TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its

                                      -25-

charges and expenses to the extent that any such charges and expenses are not
paid out of the estate in any such proceedings and any custodian in any such
judicial proceeding is hereby authorized by each Securityholder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7 hereof.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of a Series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.

        6.10    PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

         FIRST:  to the Trustee for amounts due under Section 7.7 hereof;

         SECOND: to Securityholders for amounts then due and unpaid for
principal, premium, if any, and interest on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal and any premium and interest, respectively; and

         THIRD:  to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.

        6.11    UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.

                                      -26-

                                    ARTICLE 7
                                     TRUSTEE

        7.1     DUTIES OF TRUSTEE.

                        (a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in its exercise
as a prudent person would exercise or use under the same circumstances in the
conduct of his own affairs.

                        (b)     Except during the continuance of an Event of
 Default:

                                (1) The Trustee need perform only those duties
that are specifically set forth in this Indenture and no covenants or
obligations shall be implied in this Indenture against the Trustee.

                                (2) In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture
but, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture.

                        (c)     The Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:

                                (1) This paragraph does not limit the effect of
paragraph (b) of this Section 7.1.

                                (2) The Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts.

                                (3) The Trustee shall not be liable with respect
to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Sections 6.2 and 6.5 hereof.

                        (d)     No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity satisfactory to it against such risk or liability is not reasonably
assured to it.

                        (e)     Whether or not therein expressly so provided,
paragraphs (a), (b), (c) and (d) of this Section 7.1 shall govern every
provision of this Indenture that in any way relates to the Trustee.

                                      -27-

                        (f)     The Trustee shall not be liable for interest on
any money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by the law.

                        (g)     The Paying Agent, the Registrar and any
authenticating agent shall be entitled to the protections, immunities and
standard of care set forth in paragraphs (a), (b), (c), and (d) of this Section
7.1 and in Section 7.2 with respect to the Trustee.

        7.2     RIGHTS OF TRUSTEE.

                        (a)     Subject to Section 7.1 hereof:

                                (1) The Trustee may rely on and shall be
protected in acting or refraining from acting upon any document reasonably
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

                                (2) Before the Trustee acts or refrains from
acting, it may require an Officers' Certificate or an Opinion of Counsel, or
both, which shall conform to the provisions of Section 10.5 hereof. The Trustee
shall be protected and shall not be liable for any action it takes or omits to
take in good faith in reliance on such certificate or opinion.

                                (3) The Trustee may act through agents and shall
not be responsible for the misconduct or negligence of any agent appointed by it
with due care.

                                (4) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers.

                                (5) The Trustee may consult with counsel of its
selection, and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

                                (6) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Holders pursuant to the provisions of
this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby.

                                (7) The Trustee shall not be deemed to have
knowledge of any fact or matter unless such fact or matter is known to a
Responsible Officer of the Trustee.

        7.3     INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may make loans to, accept deposits from,
perform services for or otherwise deal

                                      -28-

with the Company, or any Affiliate thereof, with the same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, shall be subject to Sections 7.10 and 7.11 hereof.

        7.4     TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities (except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture and authenticate the
Securities and perform its obligations hereunder), it shall not be accountable
for the Company's use of the proceeds from the sale of Securities or any money
paid to the Company pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Securities other than its certificates of
authentication.

        7.5     NOTICE OF DEFAULT.

         If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
notice of the Default or the Event of Default, as the case may be, within 30
days after it occurs. Except in the case of a Default or an Event of Default in
payment of the principal of, or premium, if any, or interest on any Security of
any Series, the Trustee may withhold the notice if and so long as the Board of
Directors of the Trustee, the executive committee or any trust committee of such
board and/or its Responsible Officers in good faith determine(s) that
withholding the notice is in the interests of the Securityholders of that
Series.

        7.6     REPORTS BY TRUSTEE TO HOLDERS.

                If and to the extent required by the TIA, within 60 days after
May 15 of each year, commencing the May 15 following the date of this Indenture,
the Trustee shall mail to each Securityholder a brief report dated as of such
May 15 that complies with TIA Section 313(a). The Trustee also shall comply with
TIA Sections 313(b) and 313(c).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee shall
comply with TIA Section 313(d).

        7.7     COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

         The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the
reasonable costs and expenses of defending itself against any

                                      -29-

claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder. The Trustee shall notify the Company promptly of any
claim asserted against the Trustee for which it may seek indemnity. However, the
failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations. Notwithstanding the foregoing, the Company need not reimburse
the Trustee for any expense or indemnify it against any loss or liability
incurred by the Trustee through its negligence or bad faith.

         To secure the payment obligations of the Company in this Section 7.7,
the Trustee shall have a Lien prior to the Securities of any Series on all money
or property held or collected by the Trustee, except such money or property held
in trust to pay principal of and interest and premium (if any) on particular
Securities of that Series.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.

        7.8     REPLACEMENT OF TRUSTEE.

         The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in advance of
such resignation.

         The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the written consent of the Company, which
consent shall not be unreasonably withheld. The Company may remove the Trustee
with respect to that Series at its election if:

                (1) the Trustee fails to comply with, or ceases to be eligible
under, Section 7.10 hereof;

                (2) the Trustee is adjudged a bankrupt or an insolvent or an
order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                (3) a Custodian or other public officer takes charge of the
Trustee or its property; or

                (4) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee with respect to any Series of Securities for any reason, the
Company shall promptly notify each Holder of such event and shall promptly
appoint a successor Trustee.

         If a successor Trustee with respect to the Securities of one or more
Series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the outstanding Securities of the

                                      -30-

applicable Series may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery (i) the retiring Trustee with respect to one or more Series shall,
subject to its rights under Section 7.7 hereof, transfer all property held by it
as Trustee with respect to such Series to the successor Trustee, (ii) the
resignation or removal of the retiring Trustee shall become effective, and (iii)
the successor Trustee with respect to such Series shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee with
respect to the Securities of one or more Series shall mail notice of its
succession to each Securityholder of such Series.

        7.9     SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION.

         If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee.

        7.10    ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the provision in Section
310(b)(1). If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.10, it shall resign immediately in the
manner and with the effect specified in this Article 7.

        7.11    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

        7.12    PAYING AGENTS.

         The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:

                (1) that it will hold all sums held by it as agent for the
payment of principal of, or premium, if any, or interest on, the Securities
(whether such sums have been paid to it by the Company or by any obligor on the
Securities) in trust for the benefit of Holders of the Securities or the
Trustee;

                                      -31-

                (2) that it will at any time during the continuance of any Event
of Default, upon written request from the Trustee, deliver to the Trustee all
sums so held in trust by it together with a full accounting thereof; and

                (3) that it will give the Trustee written notice within three
(3) Business Days of any failure of the Company (or by any obligor on the
Securities) in the payment of any installment of the principal of, premium, if
any, or interest on, the Securities when the same shall be due and payable.

                                   ARTICLE 8
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

        8.1     WITHOUT CONSENT OF HOLDERS.

         The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:

                (1) to comply with Section 5.1 hereof;

                (2) to provide for uncertificated Securities in addition to
certificated Securities;

                (3) to comply with any requirements of the SEC under the TIA;

                (4) to cure any ambiguity, defect or inconsistency, or to make
any other change that does not adversely affect the rights of any
Securityholder;

                (5) to provide for the issuance of and establish the form and
terms and conditions of Securities of any Series as permitted by this Indenture;
or

                (6) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
Series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee.

                  The Trustee is hereby authorized to join with the Company in
the execution of any supplemental indenture authorized or permitted by the terms
of this Indenture and to make any further appropriate agreements and
stipulations which may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture which adversely affects
its own rights, duties or immunities under this Indenture.

        8.2     WITH CONSENT OF HOLDERS.

                                (a) The Company, when authorized by a Board
Resolution, and the Trustee may amend or supplement this Indenture or the
Securities of one or more Series with the written consent of the Holders of not
less than a majority in aggregate principal amount of the outstanding Securities
of such Series affected by such amendment or supplement without

                                      -32-

notice to any Securityholder. The Holders of not less than a majority in
aggregate principal amount of the outstanding Securities of each such Series
affected by such amendment or supplement may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Securities
of such Series without notice to any Securityholder. Subject to Section 8.4,
without the consent of each Securityholder affected, however, an amendment,
supplement or waiver, including a waiver pursuant to Section 6.4, may not:

                                        (1) reduce the amount of Securities
whose Holders must consent to an amendment, supplement or waiver to this
Indenture or the Securities;

                                        (2) reduce the rate of or change the
time for payment of interest on any Security;

                                        (3) reduce the principal or change the
Stated Maturity of any Security or reduce the amount of, or postpone the date
fixed for, the payment of any sinking fund or analogous obligation;

                                        (4) make any Security payable in money
other than that stated in the Security;

                                        (5) change the amount or time of any
payment required by the Securities or reduce the premium payable upon any
redemption of the Securities, or change the time before which no such redemption
may be made;

                                        (6) waive a Default or Event of Default
in the payment of the principal of or interest or premium, if any, on any
Security (except a rescission of acceleration of the Securities of any Series by
the Holders of at least a majority in principal amount of the outstanding
Securities of such Series and a waiver of the payment default that resulted from
such acceleration);

                                        (7) waive a redemption payment with
respect to any Security or change any of the provisions with respect to the
redemption of any Securities;

                                        (8) make any changes in Sections 6.4 or
6.7 hereof or this Section 8.2, except to increase any percentage of Securities
the Holders of which must consent to any matter; or; or

                                        (9) take any other action otherwise
prohibited by this Indenture to be taken without the consent of each holder
affected thereby.

                                (b) Upon the request of the Company, accompanied
by a Board Resolution authorizing the execution of any such supplemental
indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Securityholders as aforesaid
and upon receipt by the Trustee of the documents described in Section 8.6
hereof, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

                                      -33-

                                (c) It shall not be necessary for the consent of
the Holders under this section to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

        8.3     COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.

        8.4     REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Security. Any such Holder or subsequent Holder,
however, may revoke the consent as to his Security or portion of a Security, if
the Trustee receives the notice of revocation before the date the amendment,
supplement, waiver or other action becomes effective.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date without the applicable amendment, supplement
or waiver becoming effective.

         After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that case
the amendment, supplement, waiver or other action shall bind each Holder of a
Security who has consented to it and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security; provided that any such waiver shall not impair or affect the right of
any Holder to receive payment of principal of and interest and premium (if any)
on a Security, on or after the respective due dates expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.

        8.5     NOTATION ON OR EXCHANGE OF SECURITIES.

         If an amendment, supplement, or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security to deliver it
to the Trustee. In such case, the Trustee shall place an appropriate notation on
such Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for such Security shall issue and the Trustee shall authenticate a new
security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.

                                      -34-

        8.6     TRUSTEE TO SIGN AMENDMENTS, ETC.

         The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of Directors
of the Company approves it.

                                   ARTICLE 9
                       DISCHARGE OF INDENTURE; DEFEASANCE

        9.1     DISCHARGE OF INDENTURE.

         The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered (other than
any Securities of such Series that are asserted to have been destroyed, lost or
stolen and that shall have been replaced as provided in Section 2.8 hereof) and
the Company has paid all sums payable by it hereunder or deposited all required
sums with the Trustee.

         After such delivery the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture except for those surviving obligations specified
below.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.

        9.2     LEGAL DEFEASANCE.

         The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.6 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Securities of such Series to
receive solely from the trust funds described in Section 9.4 hereof and as more
fully set forth in such section, payments in respect of the principal of,
premium, if any, and interest on the Securities of such Series when such
payments are due, (B) the Company's obligations with respect to the Securities
of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the
rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.7 hereof) and (D) this Article 9.

                                      -35-

Subject to compliance with this Article 9, the Company may exercise its option
under this Section 9.2 with respect to the Securities of any Series
notwithstanding the prior exercise of its option under Section 9.3 below with
respect to the Securities of such Series.

        9.3     COVENANT DEFEASANCE.

         At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations under Sections 4.2 through 4.7
hereof, inclusive, and Section 5.1 hereof, with respect to the outstanding
Securities of any Series, on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Securities of any Series
shall be unaffected thereby.

        9.4     CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:

                (1) the Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 hereof who shall agree to comply with the provisions of this
Article 9 applicable to it) as funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities, (A) money in an amount, or (B)
U.S. Government Obligations or Foreign Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment, money
in an amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of, premium, if any, and accrued interest on the
outstanding Securities of such Series at the Stated Maturity of such principal,
premium, if any, or interest, or on dates for payment and redemption of such
principal, premium, if any, and interest selected in accordance with the terms
of this Indenture and of the Securities of such Series;

                (2) no Event of Default or Default with respect to the
Securities of such Series shall have occurred and be continuing on the date of
such deposit, or shall have occurred and be continuing at any time during the
period ending on the 91st day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period
under any Bankruptcy Law applicable to the Company in respect of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period);

                                      -36-

                (3) such Legal Defeasance or Covenant Defeasance shall not cause
the Trustee to have a conflicting interest for purposes of the TIA with respect
to any securities of the Company;

                (4) such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute default under any other
agreement or instrument to which the Company is a party or by which it is bound;

                (5) the Company shall have delivered to the Trustee an Opinion
of Counsel stating that, as a result of such Legal Defeasance or Covenant
Defeasance, neither the trust nor the Trustee will be required to register as an
investment company under the Investment Company Act of 1940, as amended;

                (6) in the case of an election under Section 9.2 above, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling to the effect that or (ii) there has been a change in
any applicable Federal income tax law with the effect that, and such opinion
shall confirm that, the Holders of the outstanding Securities of such Series or
persons in their positions will not recognize income, gain or loss for Federal
income tax purposes solely as a result of such Legal Defeasance and will be
subject to Federal income tax on the same amounts, in the same manner, including
as a result of prepayment, and at the same times as would have been the case if
such Legal Defeasance had not occurred;

                (7) in the case of an election under Section 9.3 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the outstanding Securities of such Series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

                (8) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Article 9 relating to either the Legal Defeasance
under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as
the case may be) have been complied with;

                (9) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit under clause (1) was not made by the
Company with the intent of defeating, hindering, delaying or defrauding any
creditors of the Company or others; and

                (10) the Company shall have paid or duly provided for payment
under terms mutually satisfactory to the Company and the Trustee all amounts
then due to the Trustee pursuant to Section 7.7 hereof.

        9.5     DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO
BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in

                                      -37-

respect of the outstanding Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal, premium, if any, and accrued
interest, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Securities.

         Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

        9.6     REINSTATEMENT.

         If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.

        9.7     MONEYS HELD BY PAYING AGENT.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

                                      -38-

        9.8     MONEYS HELD BY TRUSTEE.

         Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if any,
or interest on any Security that are not applied but remain unclaimed by the
Holder of such Security for two years after the date upon which the principal
of, or premium, if any, or interest on such Security shall have respectively
become due and payable shall be repaid to the Company upon Company Request, or
if such moneys are then held by the Company in trust, such moneys shall be
released from such trust; and the Holder of such Security entitled to receive
such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or any such Paying Agent, before being required to
make any such repayment, may, at the expense of the Company, either mail to each
Securityholder affected, at the address shown in the register of the Securities
maintained by the Registrar or cause to be published once a week for two
successive weeks, in a newspaper published in the English language, customarily
published each Business Day and of general circulation in the City of New York,
New York, a notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
mailing or publication, any unclaimed balance of such moneys then remaining will
be repaid to the Company. After payment to the Company or the release of any
money held in trust by the Company, Securityholders entitled to the money must
look only to the Company for payment as general creditors unless applicable
abandoned property law designates another person.

                                   ARTICLE 10
                                  MISCELLANEOUS

        10.1    TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA which may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

        10.2    NOTICES.

         Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:

         If to the Company:

         Lamar Advertising Company
         5551 Corporate Boulevard
         Baton Rouge, Louisiana  70808
         Attention:  Chief Financial Officer

         Copy to:

                                      -39-

         Palmer & Dodge LLP
         111 Huntington Avenue
         Boston, Massachusetts  02199
         Attention:  George Ticknor, Esq.

         If to the Trustee:

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

         The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).

         Any notice or communication mailed to a Securityholder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar. In addition, notices or communications to
Securityholders shall be given by release made to Reuters Economic Services and
Bloomberg Business News.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given five (5) calendar days
after mailing, whether or not the addressee receives it.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

         In the case of Global Securities, notices or communications to be given
to Securityholders shall be given to the Depositary, in accordance with its
applicable policies as in effect from time to time.

        10.3    COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

         Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
any other Series. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

                                      -40-

        10.4    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                (1) an Officers' Certificate (which shall include the statements
set forth in Section 10.5 below) stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

                (2) an Opinion of Counsel (which shall include the statements
set forth in Section 10.5 below) stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.

        10.5    STATEMENT REQUIRED IN CERTIFICATE AND OPINION.

         Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                (1) a statement that the Person making such certificate or
opinion has read such covenant or condition;

                (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                (3) a statement that, in the opinion of such Person, it or he
has made such examination or investigation as is necessary to enable it or him
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

                (4) a statement as to whether or not, in the opinion of such
Person, such covenant or condition has been complied with.

        10.6    RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

        10.7    BUSINESS DAYS; LEGAL HOLIDAYS.

         A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally recognized holiday or a day on
which banking institutions are not required to be open in the State of New York
or the Commonwealth of Kentucky.

         If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

                                      -41-

        10.8    GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

        10.9    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.

        10.10   NO RECOURSE AGAINST OTHERS.

         A director, officer, employee, stockholder or incorporator, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creations. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

        10.11   SUCCESSORS AND ASSIGNS.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors and assigns, whether so expressed or not. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind their respective successors and assigns.

        10.12   MULTIPLE COUNTERPARTS.

         The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

        10.13   TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

        10.14   SEPARABILTY.

         Each provision of this Indenture shall be considered separable and if
for any reason any provision which is not essential to the effectuation of the
basic purpose of this Indenture or the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                                      -42-

        10.15   SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

         Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECU), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market
Exchange Rate shall mean the rate of exchange determined by the Commission of
the European Union (or any successor thereto) as published in the Official
Journal of the European Union (such publication or any successor publication,
the "Journal"). If such Market Exchange Rate is not available for any reason
with respect to such currency, the Trustee shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York or, in the case of ECUs, the rate of exchange as published in the Journal,
as of the most recent available date, or quotations or, in the case of ECUs,
rates of exchange from one or more major banks in The City of New York or in the
country of issue of the currency in question or, in the case of ECUs, in
Luxembourg or such other quotations or, in the case of ECUs, rates of exchange
as the Trustee, upon consultation with the Company, shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to
the terms of this Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

        10.16   JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or premium (if any) or other amount on the Securities of any Series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not

                                      -43-

be discharged or satisfied by any tender, any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable, and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                             LAMAR ADVERTISING COMPANY

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                             [NAME OF TRUSTEE]

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                      -44-

                                                                    Exhibit 5.1

                                PALMER & DODGELLP
                             ======================
                   111 HUNTINGTON AVENUE AT PRUDENTIAL CENTER
                             BOSTON, MA 02199-7613

September 11, 2003

Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808

         We are furnishing this opinion in connection with the registration
statement on Form S-3 (the "Registration Statement") of Lamar Advertising
Company (the "Company"), a Delaware corporation, filed on or about the date
hereof with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

         We have reviewed the Registration Statement, including the prospectus
(the "Prospectus") that is a part of the Registration Statement. The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each a "Prospectus Supplement"). The Prospectus as
supplemented by various Prospectus Supplements will provide for the issuance and
sale by the Company of up to $500,000,000 aggregate offering price of (i) one or
more series of debt securities (the "Debt Securities"), (ii) shares of preferred
stock, $.001 par value (the "Preferred Stock"), (iii) shares of Class A common
stock, $.001 par value (the "Class A Stock") and (iv) warrants to purchase Class
A Stock, Preferred Stock or Debt Securities (collectively, the "Warrants"), and
the guarantees by certain subsidiaries of the Company listed as Co-Registrants
in the Registration Statement (the "Subsidiaries") of the Debt Securities (the
"Guarantees"). The Debt Securities, the Guarantees, the Preferred Stock, the
Class A Stock and the Warrants are collectively referred to herein as the
"Securities." The Registration Statement provides that Debt Securities may be
convertible into shares of Class A Stock or shares of Preferred Stock, and that
shares of Preferred Stock may be convertible into shares of Class A Stock.

         The Debt Securities will be issued pursuant to one or more indentures
in the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture"), between the Company, as
obligor, and a trustee chosen by the Company and qualified to act as such under
the Trust Indenture Act of 1939, as amended (each, a "Trustee"). The Warrants
will be issued under one or more warrant agreements (each, a "Warrant
Agreement") by and among the Company and a financial institution identified
therein as warrant agent (each, a "Warrant Agent").

         In our capacity as your counsel in connection with such registration,
we are familiar with certain proceedings taken and proposed to be taken by the
Company in connection with the authorization of the Securities. We have made
such examination as we consider necessary to render this opinion.

Lamar Advertising Company
September 11, 2003
Page 2

         The opinions rendered herein are limited to the Delaware General
Corporation Law (including the applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws) and the
federal laws of the United States.

         Based upon the foregoing, we are of the opinion that:

         1. When (i) the Company and the Trustee duly execute and deliver an
Indenture and the specific terms of a particular Debt Security have been duly
established in accordance with the terms of such Indenture, and such Debt
Securities have been duly authenticated by the Trustee and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (ii) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming that
(a) the Indenture and all amendments thereto and the particular Debt Securities
are duly approved by the Board of Directors of the Company as required by
applicable law, (b) the terms of the Debt Securities do not violate applicable
usury laws, (c) the terms of the Debt Securities as executed and delivered are
as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (d) the Debt Securities as executed and delivered do
not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (e) the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company and (f) the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Debt
Securities.

         2. When (i) the Company, the Subsidiaries delivering Guarantees of Debt
Securities and the Trustee duly execute and deliver an Indenture and the
specific terms of the Guarantees and the related Debt Securities have been duly
established in accordance with the terms of the applicable Indenture, the
Guarantees have been duly executed and delivered and the related Debt Securities
have been duly authenticated by the Trustee and duly executed and delivered on
behalf of the Company against payment therefor in accordance with the terms and
provision of the applicable Indenture and as contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and (ii) the
Registration Statement and any required post-effective amendment thereto have
all become effective under the Securities Act, and assuming that (a) the
Indenture and all amendments thereto and the Guarantees are duly approved by the
Board of Directors of the Company and each of the Subsidiaries delivering
Guarantees of Debt Securities as required by applicable law, (b) the terms of
the Guarantees do not violate applicable usury laws, (c) the terms of the
Guarantees as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), (d) the
Guarantees as executed and delivered do not violate any law applicable to each
Subsidiary delivering a Guarantee or result in a default under or breach of any
agreement or instrument binding upon each such Subsidiary, (e) the Guarantees as
executed and delivered comply with all requirements and restrictions, if any,
applicable to each Subsidiary delivering a Guarantee, whether imposed by any
court or governmental or regulatory body having jurisdiction over each such

Lamar Advertising Company
September 11, 2003
Page 3

Subsidiary and (f) the Guarantees are then issued as contemplated in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
the Guarantees will constitute valid and binding obligations of each Subsidiary
delivering a Guarantee, enforceable against each such Subsidiary in accordance
with the terms of the Guarantees.

         3. The Company has the authority pursuant to its Certificate of
Incorporation, as amended (the "Certificate"), to issue up to 1,000,000 shares
of Preferred Stock. When a series of Preferred Stock has been duly established
in accordance with the terms of the Company's Certificate and applicable law,
and upon adoption by the Board of Directors of the Company of a resolution in
form and content as required by applicable law and upon issuance and delivery of
and payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, such shares of such series of Preferred Stock will be validly
issued, fully paid and nonassessable.

         4. The Company has the authority pursuant to its Certificate to issue
up to 175,000,000 shares of Class A Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as required by
applicable law and upon issuance and delivery of and payment for such shares in
the manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, such shares of Class A
Stock will be validly issued, fully paid and nonassessable.

         5. When (i) the Company and the Warrant Agent duly execute and deliver
a Warrant Agreement and the specific terms of a particular Warrant have been
duly established in accordance with the terms of such Warrant Agreement, and
such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and (ii) the Registration Statement and any required
post-effective amendments thereto have all become effective under the Securities
Act, and assuming that (a) the Warrant Agreement and all amendments thereto and
the particular Warrants are duly approved by the Board of Directors of the
Company as required by applicable law, (b) the terms of the Warrants as executed
and delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (c) the Warrants as executed and delivered
do not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (d) the Warrants
as executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company and (e) the Warrants are
then issued and sold as contemplated in the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), the Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

         The opinions set forth in paragraphs 1, 2 and 5 above are subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general applicability relating to or affecting creditors'
rights and remedies and to general principles of equity.

Lamar Advertising Company
September 11, 2003
Page 4

         We assume for purposes of this opinion that each of the Company and the
Subsidiaries are and will remain duly organized, validly existing and in good
standing under applicable state law.

         To the extent that the obligations of the Company and the Subsidiaries
under an Indenture or Guaranty may be dependent thereon, we assume for purposes
of this opinion that each of the Company and the Subsidiaries has the
organizational power and authority to issue and sell the Securities; that the
applicable Indenture or Guaranty has been duly authorized by all necessary
organizational action by the Company and the Subsidiaries, has been duly
executed and delivered by the Company and the Subsidiaries and constitutes the
valid, binding and enforceable obligation of each of the Company and the
Subsidiaries enforceable against each of the Company and the Subsidiaries in
accordance with its terms; that the Trustee for each Indenture is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee is duly qualified to engage in
the activities contemplated by the applicable Indenture; that the applicable
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes a legally valid, binding and enforceable obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as Trustee under the
applicable Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the applicable Indenture.

         To the extent that the obligations of the Company under each Warrant
Agreement may be dependent thereon, we assume for purposes of this opinion that
the Company has the corporate power and authority to issue and sell the
Securities; that the applicable Warrant Agreement has been duly authorized by
all necessary corporate action by the Company, has been duly executed and
delivered by the Company and constitutes the valid, binding and enforceable
obligation of the Company enforceable against the Company in accordance with its
terms; that the Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the legally valid, binding and
enforceable obligation of the Warrant Agent, enforceable against the Warrant
Agent in accordance with its terms; that the Warrant Agent is in compliance,
generally and with respect to acting as a Warrant Agent under the Warrant
Agreement, with all applicable laws and regulations; and that the Warrant Agent
has the requisite organizational and legal power and authority to perform its
obligations under the Warrant Agreement.

         We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

Very truly yours,

/s/ Palmer & Dodge LLP

PALMER & DODGE LLP

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                                                                    EXHIBIT 12.1
                            LAMAR ADVERTISING COMPANY
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                                                                                                         SIX MONTHS
                                                                                                                           ENDED
                                                                                 YEARS ENDED DECEMBER 31,                 JUNE 30,
                                                               -------------------------------------------------------    -------
                                                                 1998        1999        2000        2001        2002      2003
                                                               -------     -------     -------     --------    -------    -------
                                                                                                          
EARNINGS
Net earnings (loss) before cumulative effect of change         (11,890)    (43,768)    (94,105)    (108,634)   (36,328)   (22,794)
ADD:
     income tax expense (benefit)                                 (191)     (9,712)    (37,115)     (45,674)   (19,694)   (12,457)
     fixed charges                                              73,354     111,049     183,192      168,804    152,952     70,393
                                                               -------     -------     -------     --------    -------    -------

Earnings (loss) as adjusted  (a)                                61,273      57,569      51,972       14,496     96,930     35,142
                                                               -------     -------     -------     --------    -------    -------

FIXED CHARGES
Interest expense                                                60,008      89,619     147,607      126,861    107,272     46,347
Rents under leases representative of an interest factor (1/3)   12,981      21,065      35,220       41,578     45,315     23,864

Fixed charges as adjusted(b)                                    72,989     110,684     182,827     168,439     152,587     70,211

Preferred dividends                                                365         365         365          365        365        182
                                                               -------     -------     -------     --------    -------    -------

Total fixed charges combined with preferred dividends (c)       73,354     111,049     183,192      168,804    152,952     70,393
                                                               -------     -------     -------     --------    -------    -------

RATIO OF EARNINGS TO FIXED CHARGES
(A) DIVIDED BY (B)                                               0.839       0.520       0.284        0.086      0.635      0.501
                                                               =======     =======     =======     ========    =======    =======
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS (A) DIVIDED BY (C)                     0.835       0.518       0.284        0.086      0.634      0.499
                                                               =======     =======     =======     ========    =======    =======

                                                                   EXHIBIT 23.2

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Lamar Advertising Company and Lamar Media Corp.:

We consent to the incorporation by reference of (a) our report dated February 5,
2003, except as to Note 8 which is as of March 7, 2003, and (b) our report dated
February 5, 2003, except as to Note 5 which is as of March 7, 2003, in the
registration statement of Lamar Advertising Company on Form S-3 with respect to
(i) the consolidated balance sheets of Lamar Advertising Company and
subsidiaries as of December 31, 2002 and 2001, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 2002, and (ii) the
consolidated balance sheets of Lamar Media Corp. and subsidiaries as of December
31, 2002 and 2001, and the related consolidated statements of operations,
stockholder's equity, and cash flows for each of the years in the three-year
period ended December 31, 2002, which reports are incorporated by reference in
the registration statement on Form S-3.

Our reports refer to the adoption of the provisions of Statement of Financial
Accounting Standards (SFAS) No. 141, "Business Combinations", and certain
provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as required
for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001 and the full adoption of the provisions of SFAS
No. 142 on January 1, 2002.

We also consent to the reference to our firm under the heading "Experts" in the
registration statement on Form S-3.

/s/ KPMG LLP

New Orleans, Louisiana
September 5, 2003