UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                     For the period ended September 30, 2002
                                       or

     [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

        For the transition period from                 to
                                       ---------------    ---------------

                         Commission File Number 0-30242

                            LAMAR ADVERTISING COMPANY

                         Commission File Number 1-12407

                                LAMAR MEDIA CORP.

           (Exact name of registrants as specified in their charters)

                                                    
Delaware                                               72-1449411
Delaware                                               72-1205791
(State or other jurisdiction of incorporation or       (I.R.S. Employer
organization)                                          Identification No.)
5551 Corporate Blvd., Baton Rouge, LA                  70808
(Address of principal executive offices)               (Zip Code)

       Registrants' telephone number, including area code: (225) 926-1000

Indicate by check mark whether each registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of November 5, 2002: 85,037,311

The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of November 5, 2002: 16,417,073

The number of shares of Lamar Media Corp. common stock outstanding as of
November 5, 2002: 100

THIS COMBINED FORM 10-Q IS SEPARATELY FILED BY (i) LAMAR ADVERTISING COMPANY AND
(ii) LAMAR MEDIA CORP. (WHICH IS A WHOLLY-OWNED SUBSIDIARY OF LAMAR ADVERTISING
COMPANY). LAMAR MEDIA CORP. MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION H(1) (a) AND (b) OF FORM 10-Q AND IS, THEREFORE, FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT PERMITTED BY SUCH INSTRUCTION.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This combined Quarterly Report on Form 10-Q of Lamar Advertising Company and
Lamar Media Corp. 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 the Company's and Lamar Media's anticipated
performance in 2002. In addition, the outcome of pending motions or appeals, if
any, related to litigation discussed herein is unknown.

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 the Company's and Lamar Media's
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 include, among others:

o        the performance of the U.S. economy generally and the level of
         expenditures on outdoor advertising particularly;

o        the Company's ability to renew expiring contracts at favorable rates;

o        the integration of companies that the Company acquires and its ability
         to recognize cost savings or operating efficiencies as a result of
         these acquisitions;

o        risks and uncertainties relating to the Company's significant
         indebtedness;

o        the Company's need for and ability to obtain additional funding for
         acquisitions or operations; and

o        the regulation of the outdoor advertising industry.

For a further description of these and other risks and uncertainties, the
Company encourages you to carefully read the portion of the combined Annual
Report on Form 10-K for the year ended December 31, 2001 of the Company and
Lamar Media (the "2001 Combined Form 10-K") under the caption "Factor Affecting
Future Operating Results" in Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations filed with the SEC on March 21,
2002.

The Company cautions investors not to place undue reliance on the
forward-looking statements contained in this document. These statements speak
only as of the date of this report, and Lamar Advertising Company and Lamar
Media undertake no obligation to update or revise the statements, except as may
be required by law.

                                    CONTENTS

                                                                                                          Page
                                                                                                          ----
                                                                                                       
PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

         Lamar Advertising Company

            Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001             1

            Condensed Consolidated Statements of Operations for the three months ended
             September 30, 2002 and 2001 and nine months ended September 30, 2002 and 2001                   2

            Condensed Consolidated Statements of Cash Flows for the nine months ended
             September 30, 2002 and 2001                                                                     3

            Notes to Condensed Consolidated Financial Statements                                         4 - 7

        Lamar Media Corp.

            Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001             8

            Condensed Consolidated Statements of Operations for the three months ended
             September 30, 2002 and 2001 and nine months ended September 30, 2002 and 2001                   9

            Condensed Consolidated Statements of Cash Flows for the nine months ended
             September 30, 2002 and 2001                                                                    10

            Notes to Condensed Consolidated Financial Statements                                            11

ITEM 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations      12 - 15

ITEM 3.     Quantitative and Qualitative Disclosures About Market Risks                                     16

ITEM 4.     Controls and Procedures                                                                         16

PART II - OTHER INFORMATION

ITEM 6.     Exhibits and Reports on Form 8-K                                                                17

            Signatures                                                                                      17

            Certifications                                                                             18 - 19

            Index to Exhibits                                                                               20

PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                                           September 30,   December 31,
ASSETS                                                                                         2002            2001
- ------                                                                                     ------------    ------------
                                                                                                     
Current assets:
     Cash and cash equivalents                                                             $     58,646    $     12,885
     Receivables, net                                                                           102,877          95,135
     Prepaid expenses                                                                            41,344          27,176
     Other current assets                                                                        12,318           8,019
                                                                                           ------------    ------------
       Total current assets                                                                     215,185         143,215
                                                                                           ------------    ------------

Property, plant and equipment                                                                 1,824,868       1,777,399
     Less accumulated depreciation and amortization                                            (522,405)       (451,686)
                                                                                           ------------    ------------
       Net property plant and equipment                                                       1,302,463       1,325,713
                                                                                           ------------    ------------

Intangible assets                                                                             2,192,081       2,179,475
Other assets - non-current                                                                       18,797          17,304
                                                                                           ------------    ------------

        Total assets                                                                       $  3,728,526    $  3,665,707
                                                                                           ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Trade accounts payable                                                                $      7,909    $     10,048
     Current maturities of long-term debt                                                       114,244          66,559
     Accrued expenses                                                                            32,480          33,674
     Deferred income                                                                             15,360          11,618
                                                                                           ------------    ------------
        Total current liabilities                                                               169,993         121,899
                                                                                           ------------    ------------

Long-term debt                                                                                1,710,697       1,745,026
Deferred income taxes                                                                           118,229         118,837
Other liabilities                                                                                 7,937           7,724
                                                                                           ------------    ------------

        Total liabilities                                                                     2,006,856       1,993,486
                                                                                           ------------    ------------

Stockholders' equity:
     Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized
        5,720 shares; 5,719 shares issued and outstanding at 2002 and 2001                           --              --
     Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares
        authorized; 0 shares issued and outstanding at 2002 and 2001                                 --              --
     Class A common stock, par value $.001, 175,000,000 shares authorized, 85,020,286
        and 82,899,800 shares issued and outstanding at 2002 and 2001, respectively                  85              83
     Class B common stock, par value $.001, 37,500,000 shares authorized, 16,417,073
        and 16,611,835 shares issued and outstanding at 2002 and 2001, respectively                  16              17
     Additional paid-in capital                                                               2,035,245       1,963,065
     Accumulated deficit                                                                       (313,676)       (290,944)
                                                                                           ------------    ------------
        Stockholders' equity                                                                  1,721,670       1,672,221
                                                                                           ------------    ------------

        Total liabilities and stockholders' equity                                         $  3,728,526    $  3,665,707
                                                                                           ============    ============

See accompanying notes to condensed consolidated financial statements.

                                       -1-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                    Three Months Ended                 Nine Months Ended
                                                        September 30,                    September 30,
                                                    2002            2001              2002             2001
                                               -------------    -------------    -------------    -------------
                                                                                           
Net revenues                                   $     201,918    $     188,267    $     580,985    $     550,440
                                               -------------    -------------    -------------    -------------

Operating expenses (income)
        Direct advertising expenses                   71,685           64,593          205,544          187,444
        General and administrative expenses           42,325           37,552          122,948          111,684
        Depreciation and amortization                 70,268           89,399          206,769          263,629
        (Gain) Loss on disposition of assets             (33)             311             (203)            (708)
                                               -------------    -------------    -------------    -------------
                                                     184,245          191,855          535,058          562,049
                                               -------------    -------------    -------------    -------------

        Operating income (loss)                       17,673           (3,588)          45,927          (11,609)

Other expense (income)
        Interest income                                 (387)            (100)            (774)            (522)
        Interest expense                              27,182           30,409           81,199           99,161
                                               -------------    -------------    -------------    -------------
                                                      26,795           30,309           80,425           98,639
                                               -------------    -------------    -------------    -------------

Loss before income tax benefit                        (9,122)         (33,897)         (34,498)        (110,248)

Income tax benefit                                    (3,134)          (9,536)         (12,039)         (31,197)
                                               -------------    -------------    -------------    -------------

Net loss                                              (5,988)         (24,361)         (22,459)         (79,051)

Preferred stock dividends                                 91               91              273              273
                                               -------------    -------------    -------------    -------------

Net loss applicable to common stock            $      (6,079)   $     (24,452)   $     (22,732)   $     (79,324)
                                               =============    =============    =============    =============

Loss per common share - basic and diluted:     $        (.06)   $        (.25)   $        (.23)   $        (.81)
                                               =============    =============    =============    =============

Weighted average common shares
  outstanding                                    101,377,147       99,163,065      100,965,349       98,328,027
Incremental common shares from dilutive
  stock options                                           --               --               --               --
Incremental common shares from
   convertible debt                                       --               --               --               --
                                               -------------    -------------    -------------    -------------
Weighted average common shares
   assuming dilution                             101,377,147       99,163,065      100,965,349       98,328,027
                                               =============    =============    =============    =============

See accompanying notes to condensed consolidated financial statements.

                                       -2-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                                  Nine Months Ended
                                                                    September 30,
                                                                   2002         2001
                                                                ---------    ---------
                                                                       
Cash flows from operating activities:
    Net loss                                                    $ (22,459)   $ (79,051)
    Adjustments to reconcile net loss to net cash provided by
       operating activities:
       Depreciation and amortization                              206,769      263,629
       Gain on disposition of assets                                 (203)        (708)
       Deferred tax benefit                                        (7,661)     (32,214)
       Provision for doubtful accounts                              6,378        5,495
    Changes in operating assets and liabilities:
       (Increase) decrease in:
          Receivables                                             (12,208)     (21,325)
          Prepaid expenses                                        (12,753)     (11,139)
          Other assets                                             (4,559)       3,442
       Increase (decrease) in:
          Trade accounts payable                                   (2,139)       3,210
          Accrued expenses                                         (1,150)     (15,935)
          Other liabilities                                           (43)         178
          Deferred income                                           3,524        2,426
                                                                ---------    ---------
             Net cash provided by operating activities            153,496      118,008
                                                                ---------    ---------

Cash flows from investing activities:
    Acquisition of new markets                                    (74,041)    (274,560)
    Capital expenditures                                          (56,938)     (59,958)
    Proceeds from disposition of assets                             2,048        3,906
                                                                ---------    ---------
             Net cash used in investing activities               (128,931)    (330,612)
                                                                ---------    ---------

Cash flows from financing activities:
    Debt issuance costs                                            (1,076)          --
    Net proceeds from issuance of common stock                     12,697       51,711
    Principal payments on long-term debt                          (50,192)     (35,159)
    Net borrowings under credit agreements                         60,000      130,000
    Increase in notes payable                                          40           --
    Dividends                                                        (273)        (273)
                                                                ---------    ---------
             Net cash provided by financing activities             21,196      146,279
                                                                ---------    ---------

    Net increase (decrease) in cash and cash equivalents           45,761      (66,325)

    Cash and cash equivalents at beginning of period               12,885       72,340
                                                                ---------    ---------
    Cash and cash equivalents at end of period                  $  58,646    $   6,015
                                                                ---------    ---------

Supplemental disclosures of cash flow information:
    Cash paid for interest                                      $  85,252    $ 104,151
                                                                =========    =========
    Cash paid for state and federal income taxes                $     481    $     798
                                                                =========    =========
    Common stock issuance related to acquisitions               $  56,100    $  29,000
                                                                =========    =========

See accompanying notes to condensed consolidated financial statements.

                                       -3-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

1.       Significant Accounting Policies

The information included in the foregoing interim financial statements is
unaudited. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the Company's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and the notes thereto
included in the 2001 Combined Form 10-K.

Certain amounts in the prior year's consolidated financial statements have been
reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported net loss.

2.       Acquisitions

On January 1, 2002, the Company purchased the stock of Delite Outdoor of Ohio
Holdings, Inc. for $38,000. The purchase price consisted of 963,488 shares of
Lamar Advertising Class A common stock.

On January 8, 2002, the Company purchased the assets of MC Partners for a cash
purchase price of approximately $15,313.

On May 31, 2002, the Company purchased the assets of American Outdoor
Advertising, Inc. for $15,725. The purchase price consisted of 349,376 shares of
Lamar Advertising Class A common stock as well as approximately $725 in cash.

During the nine months ended September 30, 2002, the Company completed 56
additional acquisitions of outdoor advertising assets for a cash purchase price
of approximately $58,003 and the issuance of 92,600 shares of Lamar Advertising
Class A common stock valued at $3,100.

Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.

                                                 Property,
                                   Current         Plant &                       Other         Other        Current      Long-term
                                   Assets        Equipment      Goodwill      Intangibles     Assets      Liabilities   Liabilities
                                   -------       ---------      --------      -----------     ------      -----------   -----------
                                                                                                   
Delite Outdoor of Ohio Holdings        972         10,048        14,324         21,640           --           742            8,242
MC Partners                            245          2,563         5,523          9,363           --            40            2,341
American                               725          8,388            --          6,612           --            --               --
Other                                  790         11,949        22,718         26,701        1,769           469            2,355
                                     -----         ------        ------         ------        -----         -----           ------
                                     2,732         32,948        42,565         64,316        1,769         1,251           12,938
                                     =====         ======        ======         ======        =====         =====           ======

                                       -4-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

Summarized below are certain unaudited pro forma statements of operations data
for the three months and nine months ended September 30, 2002 and September 30,
2001 as if each of the above acquisitions and the acquisitions occurring in
2001, which were fully described in the 2001 Combined Form 10-K, had been
consummated as of January 1, 2001. This pro forma information does not purport
to represent what the Company's results of operations actually would have been
had such transactions occurred on the date specified or to project the Company's
results of operations for any future periods.

                                                  Three Months ended        Nine Months ended
                                                     September 30,             September 30,
                                                   2002         2001         2002        2001
                                                ---------    ---------    ---------    ---------
                                                                           
Net revenues                                    $ 202,042    $ 194,090    $ 583,860    $ 573,327
                                                =========    =========    =========    =========

Net loss applicable to common stock             $  (6,140)   $ (25,042)   $ (23,312)   $ (83,525)
                                                =========    =========    =========    =========

Net loss per share applicable to common stock   $    (.06)   $    (.25)   $    (.23)   $    (.84)
                                                =========    =========    =========    =========

3.       Goodwill and Other Intangible Assets - Adoption of Statement 142

The following is a summary of intangible assets at September 30, 2002 and
December 31, 2001.

                                   Estimated Life
Amortizable Intangible Assets:        (Years)           2002            2001
- -----------------------------      --------------    -----------    -----------
                                                           
Debt issuance costs and fees           7 - 10        $    48,455    $    47,379
Customer lists and contracts           7 - 10            370,718        359,154
Non-compete agreements                 3 - 15             56,943         56,419
Site locations and other               5 - 15            949,701        897,450
                                                     -----------    -----------
                                                       1,425,817      1,360,402
  Accumulated Amortization                              (411,061)      (315,687)
                                                     -----------    -----------
  Net Amortizable Intangibles                        $ 1,014,756    $ 1,044,715
                                                     ===========    ===========

Unamortizable Intangible Assets:                          2002           2001
- -------------------------------                      -----------    -----------
                                                              
Goodwill                                             $ 1,430,960    $ 1,388,395
Accumulated Amortization                                (253,635)      (253,635)
                                                     -----------    -----------
  Net Unamortizable Intangibles                      $ 1,177,325    $ 1,134,760
                                                     ===========    ===========

The changes in the carrying amount of goodwill for the nine months ended
September 30, 2002 are as follows:

                                                    
                   Balance as of December 31, 2001     $1,388,395
                   Goodwill acquired during the year       42,565
                   Impairment losses                           --
                                                       ----------
                   Balance as of September 30, 2002    $1,430,960
                                                       ==========

                                       -5-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

The following table illustrates the effect of the adoption of SFAS 142 on prior
periods and its effect on the Company's earnings per share.

                                                 Three Months ended          Nine Months ended
                                                    September 30,               September 30,
                                                  2002          2001          2002           2001
                                               ----------    ----------    ----------    ----------

Reported net loss applicable to common stock   $   (6,079)   $  (24,452)   $  (22,732)   $  (79,324)
   Add: goodwill amortization, net of tax              --        17,838            --        52,615
                                               ----------    ----------    ----------    ----------
Adjusted net loss applicable to common stock   $   (6,079)   $   (6,614)   $  (22,732)   $  (26,709)
                                               ==========    ==========    ==========    ==========

Earnings per common share--basic and diluted
Reported net loss per common share             $     (.06)   $     (.25)   $     (.23)   $     (.81)
   Add: goodwill amortization per share                --           .18            --           .54
                                               ----------    ----------    ----------    ----------
Adjusted net loss per common share             $     (.06)   $     (.07)   $     (.23)   $     (.27)
                                               ==========    ==========    ==========    ==========

In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets", which
the Company adopted on January 1, 2002, the Company has conducted an impairment
review of goodwill. Based upon the review, no impairment charge was required.

4.       Long-term Debt

On January 11, 2002, the Company activated $200,000 in new borrowings under the
incremental facility of its bank credit agreement. The proceeds were used to
reduce the outstanding balance of the revolving bank credit facility by $160,000
and approximately $10,000 was used for operations resulting in excess cash on
hand of $30,000. Also, on January 30, 2002, JPMorgan Chase Bank issued a standby
letter of credit of approximately $3,203 to benefit American Casualty Insurance
Company, the provider of the Company's general liability and workman's
compensation coverage. This issuance reduces the Company's availability under
its revolving credit facility. Effective March 31, 2002, in accordance with the
Company's bank credit agreement, the Company began to make its scheduled
quarterly principal payments of $15,750 and commitments under the revolving
facility of the bank credit agreement began reducing by $8,750 quarterly. On
September 30, 2002, the Company had $319,058 available under the revolving
credit facility.

On September 25, 2002, the Company called for full redemption on October 25,
2002 of its outstanding 9.25% Senior Subordinated Notes due 2007 in aggregate
principal amount of approximately $74,073 for a redemption price equal to
104.625% of the principal amount of the Notes plus accrued interest to the
redemption date of approximately $1,332. The Notes were called pursuant to the
optional redemption provisions of the Notes and the related indenture applicable
to optional redemptions. The Company used cash on hand to redeem the Notes. In
the fourth quarter of 2002, the Company will record approximately $2,090, net of
tax, as an expense related to the prepayment penalty of the Notes.

5.       Summarized Financial Information of Subsidiaries

Separate financial statements of each of the Company's direct or indirect wholly
owned subsidiaries that have guaranteed Lamar Media's obligations with respect
to its publicly issued notes (collectively, the "Guarantors") are not included
herein because the guarantees are full and unconditional, joint and several, and
the only subsidiary that is not a guarantor is considered minor. Lamar Media's
ability to make distributions to Lamar Advertising is restricted under the terms
of its bank credit facility and the indenture relating to Lamar Media's
outstanding notes.

6.       Earnings Per Share

Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per
Share." The calculations of basic earnings per share exclude any dilutive effect
of stock options and convertible debt while diluted earning per share includes
the dilutive effect of stock options and convertible debt. The number of
potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 331,402 and 418,585 for three months ended September
30, 2002 and 2001, and 595,728 and 469,059 for the nine months ended September
30, 2002 and 2001, respectively.

                                       -6-

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

7.       New Accounting Pronouncements

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with estimable useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and subsequently SFAS No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets", after its adoption.

In August, 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This Statement
requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If the carrying amount of an asset exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by
which the carrying amount of the asset exceeds the fair value of the asset. SFAS
No. 144 requires companies to separately report discontinued operations and
extends that reporting to a component of an entity that either has been disposed
of (by sale, abandonment, or in a distribution to owners) or is classified as
held for sale. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. The Company adopted SFAS No.
144 on January 1, 2002.

In April 2002, the FASB issued Statement 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections
("Statement 145"). This statement rescinds SFAS No. 4, Reporting Gains and
Losses from Extinguishments of Debt, and requires that all gains and losses from
extinguishments of debt should be classified as extraordinary items only if they
meet the criteria in APB No. 30. Applying APB No. 30 will distinguish
transactions that are part of an entity's recurring operations from those that
are unusual or infrequent or that meet the criteria for classification as to an
extraordinary item. Any gain or loss on extinguishment of debt that was
classified as an extraordinary item in prior periods presented that does not
meet the criteria in APB No. 30 for classification as an extraordinary item must
be reclassified. The Company will adopt the provisions related to the rescission
of SFAS No. 4 in the fourth quarter of 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities", ("Statement 146") which addresses financial
accounting and reporting for costs associated with exit or disposal activities.
It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." The principal difference between Statement
146 and Issue 94-3 relates to the recognition of a liability for a cost
associated with an exit or disposal activity. Statement 146 requires that a
liability be recognized for those costs only when the liability is incurred,
that is, when it meets the definition of a liability in the FASB's conceptual
framework. In contrast, under Issue 94-3, a company recognized a liability for
an exit cost when it committed to an exit plan. Statement 146 also establishes
fair value as the objective for initial measurement of liabilities related to
exit or disposal activities. The Statement is effective for exit or disposal
activities that are initiated after December 31, 2002. The Company will adopt
the provisions related to Statement No. 146 as of January 1, 2003.

8.         Commitments and Contingent Liabilities

In August 2002, a jury verdict was rendered in a lawsuit filed against the
Company in the amount of $32 in compensatory damages and $2,245 in punitive
damages. In October 2002, the Company filed a motion seeking the elimination or
reduction of the punitive damages portion of the award. As of the date of this
report, the court has not ruled on the Company's motion. If the ruling is
adverse to the Company, the Company intends to appeal. As a result of the
verdict, the Company recorded a $2,277 charge in its operating expenses during
the quarter ended September 30, 2002.

                                       -7-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                                    September 30,    December 31,
ASSETS                                                                                  2002             2001
- ------                                                                              -------------    ------------
                                                                                               
Current assets:
     Cash and cash equivalents                                                       $     58,646    $     12,885
     Receivables, net                                                                     102,477          93,043
     Prepaid expenses                                                                      41,344          27,176
     Other current assets                                                                  17,778          17,688
                                                                                     ------------    ------------
       Total current assets                                                               220,245         150,792
                                                                                     ------------    ------------

Property, plant and equipment                                                           1,824,868       1,777,399
     Less accumulated depreciation and amortization                                      (522,405)       (451,686)
                                                                                     ------------    ------------
       Net property plant and equipment                                                 1,302,463       1,325,713
                                                                                     ------------    ------------

Intangible assets                                                                       2,171,699       2,156,079
Other assets - non-current                                                                 18,255          16,580
                                                                                     ------------    ------------

        Total assets                                                                 $  3,712,662    $  3,649,164
                                                                                     ============    ============

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
     Trade accounts payable                                                          $      7,909    $     10,048
     Current maturities of long-term debt                                                 114,244          66,559
     Accrued expenses                                                                      23,685          22,362
     Deferred income                                                                       15,360          11,618
                                                                                     ------------    ------------
        Total current liabilities                                                         161,198         110,587
                                                                                     ------------    ------------

Long-term debt                                                                          1,423,197       1,457,526
Deferred income taxes                                                                     128,692         127,241
Other liabilities                                                                           7,937           7,724
                                                                                     ------------    ------------

        Total liabilities                                                               1,721,024       1,703,078
                                                                                     ------------    ------------

Stockholder's equity:
     Common stock, $0.01 par value, authorized 3,000 shares; 100 shares issued and
        outstanding at September 30, 2002 and December 31, 2001                                --              --
     Additional paid-in capital                                                         2,281,803       2,222,317
     Accumulated deficit                                                                 (290,165)       (276,231)
                                                                                     ------------    ------------
        Stockholder's equity                                                            1,991,638       1,946,086
                                                                                     ------------    ------------

        Total liabilities and stockholder's equity                                   $  3,712,662    $  3,649,164
                                                                                     ============    ============

See accompanying notes to condensed consolidated financial statements.

                                       -8-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                            Three Months ended        Nine Months ended
                                               September 30,            September 30,
                                             2002         2001         2002         2001
                                          ---------    ---------    ---------    ---------
                                                                     
Net revenues                              $ 201,918    $ 188,267    $ 580,985    $ 550,440
                                          ---------    ---------    ---------    ---------

Operating expenses (income)
   Direct advertising expenses               71,685       64,593      205,544      187,444
   General and administrative expenses       42,253       37,481      122,738      111,502
   Depreciation and amortization             69,455       88,501      204,332      260,920
   (Gain) loss on disposition of assets         (33)         311         (203)        (708)
                                          ---------    ---------    ---------    ---------
                                            183,360      190,886      532,411      559,158
                                          ---------    ---------    ---------    ---------

   Operating income (loss)                   18,558       (2,619)      48,574       (8,718)

Other expense (income)
   Interest income                             (387)        (100)        (774)        (522)
   Interest expense                          23,408       26,635       69,878       89,098
                                          ---------    ---------    ---------    ---------
                                             23,021       26,535       69,104       88,576
                                          ---------    ---------    ---------    ---------

Loss before income tax benefit               (4,463)     (29,154)     (20,530)     (97,294)

Income tax benefit                           (1,318)      (7,720)      (6,596)     (26,238)
                                          ---------    ---------    ---------    ---------

Net loss                                  $  (3,145)   $ (21,434)   $ (13,934)   $ (71,056)
                                          =========    =========    =========    =========

See accompanying notes to condensed consolidated financial statements.

                                       -9-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

                                                                      Nine Months Ended
                                                                         September 30,
                                                                       2002        2001
                                                                    ---------    ---------
                                                                           
Cash flows from operating activities:
        Net loss                                                    $ (13,934)   $ (71,056)
        Adjustments to reconcile net loss to net cash provided by
           operating activities:
           Depreciation and amortization                              204,332      260,920
           Gain on disposition of assets                                 (203)        (708)
           Deferred tax benefit                                        (2,218)     (27,256)
           Provision for doubtful accounts                              6,378        5,495
        Changes in operating assets and liabilities:
           (Increase) decrease in:
              Receivables                                             (13,652)     (21,369)
              Prepaid expenses                                        (12,753)     (11,139)
              Other assets                                             (4,740)      (3,100)
           Increase (decrease) in:
              Trade accounts payable                                   (2,139)       3,210
              Accrued expenses                                          1,368      (18,279)
              Other liabilities                                           (43)         178
              Deferred income                                           3,524        2,426
                                                                    ---------    ---------
                 Net cash provided by operating activities            165,920      119,322
                                                                    ---------    ---------

Cash flows from investing activities:
        Acquisition of new markets                                    (74,041)    (272,436)
        Capital expenditures                                          (56,938)     (59,958)
        Proceeds from disposition of assets                             2,048        3,906
                                                                    ---------    ---------
                 Net cash used in investing activities               (128,931)    (328,488)
                                                                    ---------    ---------

Cash flows from financing activities:
        Debt issuance costs                                            (1,076)          --
        Contribution from parent                                           --       48,000
        Principal payments on long-term debt                          (50,192)     (35,159)
        Increase in notes payable                                          40           --
        Net borrowings under credit agreements                         60,000      130,000
                                                                    ---------    ---------
                 Net cash provided by financing activities              8,772      142,841
                                                                    ---------    ---------

        Net increase (decrease) in cash and cash equivalents           45,761      (66,325)
        Cash and cash equivalents at beginning of period               12,885       72,340
                                                                    ---------    ---------
        Cash and cash equivalents at end of period                  $  58,646    $   6,015
                                                                    ---------    ---------

Supplemental disclosures of cash flow information:
        Cash paid for interest                                      $  70,159    $  94,717
                                                                    =========    =========
        Cash paid for state and federal income taxes                $     481    $     798
                                                                    =========    =========
        Parent company stock contributed for acquisitions           $  56,100    $  29,000
                                                                    =========    =========

Noncash Financing Activity:
        Note payable converted to contributed capital               $      --    $ 287,500
                                                                    =========    =========

See accompanying notes to condensed consolidated financial statements.

                                      -10-

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT FOR SHARE DATA)

1.       Significant Accounting Policies

The information included in the foregoing interim financial statements is
unaudited. In the opinion of management all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of Lamar Media's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with Lamar Media's consolidated financial statements and the notes thereto
included in the 2001 Combined Form 10-K.

Certain amounts in the prior year's condensed consolidated financial statements
have been reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported results of operations.

Certain footnotes are not provided for the accompanying financial statements as
the information in notes 2, 3, 4, 5, 7 and 8 to the condensed consolidated
financial statements of Lamar Advertising Company included elsewhere in this
report is substantially equivalent to that required for the condensed
consolidated financial statements of Lamar Media Corp. Earnings per share data
is not provided for the operating results of Lamar Media Corp. as it is a
wholly-owned subsidiary of Lamar Advertising Company.

                                      -11-

ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains forward-looking statements. Actual results could differ
materially from those anticipated by the forward-looking statements due to the
risks and uncertainties described in the section of this report on Form 10-Q
entitled "Note Regarding Forward-Looking Statements" and described in the 2001
Combined 10-K under the caption "Factors Affecting Future Operating Results."
You should consider carefully each of these risks and uncertainties in
evaluating the Company's and Lamar Media's financial condition and results of
operations.

LAMAR ADVERTISING COMPANY

The following is a discussion of the consolidated financial condition and
results of operations of Lamar Advertising Company for the nine months and three
months ended September 30, 2002 and 2001. This discussion should be read in
conjunction with the consolidated financial statements of the Company and the
related notes.

RESULTS OF OPERATIONS

We use EBITDA (earnings before interest, taxes, depreciation and amortization)
as one measure to evaluate the operating performance of our business. EBITDA is
not a measure of performance under generally accepted accounting principles and
should be considered in addition to, but not as an alternative to or superior to
other measures of financial performance prepared in accordance with generally
accepted accounting principles.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

Net revenues increased $30.6 million or 5.5% to $581.0 million for the nine
months ended September 30, 2002 as compared to the same period in 2001. This
increase was attributable to an increase in billboard net revenues of $24.8
million or 4.8% and a $2.1 million increase in logo sign revenue or 8.1%, and a
$2.7 million increase in transit revenue, which represents a 78.4% increase over
the prior year.

Operating expenses, exclusive of depreciation and amortization and gain or loss
on sale of assets, increased $29.4 million or 9.8% for the nine months ended
September 30, 2002 as compared to the same period in 2001. This was primarily
the result of additional operating expenses related to the operations of
acquired outdoor advertising assets. Included in operating expenses for the nine
months ended September 30, 2002 is a charge of $2.3 million related to a jury
verdict rendered in August 2002 against the Company for compensatory and
punitive damages. In October 2002, the Company filed a motion seeking the
elimination or reduction of the punitive damages portion of the award, which was
$2.2 million. As of the date of this report, the court has not ruled on the
Company's motion. If the ruling is adverse to the Company, the Company intends
to appeal.

EBITDA increased $1.2 million to $252.5 million for the nine months ended
September 30, 2002 from $251.3 million for the same period in 2001.

Depreciation and amortization expense decreased $56.8 million or 21.5% from
$263.6 million for the nine months ended September 30, 2001 to $206.8 million
for the nine months ended September 30, 2002 as a result of the Company's
adoption of SFAS No. 142 "Goodwill and Other Intangible Assets", which
eliminated the amortization expense for goodwill.

Due to the above factors, operating income increased $57.5 million to $45.9
million for nine months ended September 30, 2002 compared to an operating loss
of $11.6 million for the same period in 2001.

Interest expense decreased $18.0 million from $99.2 million for the nine months
ended September 30, 2001 to $81.2 million for the same period in 2002 as a
result of lower interest rates for the nine months ended September 30, 2002 as
compared to the same period in 2001.

There was an income tax benefit of $12.0 million for the nine months ended
September 30, 2002 as compared to an income tax benefit of $31.2 million for the
same period in 2001. The decrease in income tax benefit of $19.2 million is
primarily due to the increase in income before income taxes as a result of the
Company's adoption of SFAS No. 142. The effective tax rate for the nine months
ended September 30, 2002 was approximately 34.9%.

As a result of the above factors, the Company recognized a net loss for the nine
months ended September 30, 2002 of $22.5 million, as compared to a net loss of
$79.1 million for the same period in 2001.

                                      -12-

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

Net revenues increased $13.7 million or 7.3% to $201.9 million for the three
months ended September 30, 2002 as compared to the same period in 2001.

Operating expenses, exclusive of depreciation and amortization and gain or loss
on sale of assets, increased $11.9 million or 11.6% for the three months ended
September 30, 2002 as compared to the same period in 2001, which includes a
charge of $2.3 million related to a jury verdict rendered in August 2002 against
the Company for compensatory and punitive damages. In October 2002, the Company
filed a motion seeking the elimination or reduction of the punitive damages
portion of the award, which was $2.2 million. As of the date of this report, the
court has not ruled on the Company's motion. If the ruling is adverse to the
Company, the Company intends to appeal.

EBITDA increased $1.8 million or 2.1% to $87.9 million for the three months
ended September 30, 2002 from $86.1 million for the same period in 2001.

For the three months ended September 30, 2002 same store net revenue increased
3.5% and same store billboard cash flow increased 1% as compared to the same
period in 2001. Same store is defined by the Company as results of markets owned
and operated for a period of more than 12 months.

Depreciation and amortization expense decreased $19.1 million or 21.4% from
$89.4 million for the three months ended September 30, 2001 to $70.3 million for
the three months ended September 30, 2002 as a result of the Company's adoption
of SFAS No. 142 "Goodwill and Other Intangible Assets", which eliminated the
amortization expense for goodwill.

Due to the above factors, operating income increased $21.3 million to $17.7
million for three months ended September 30, 2002 from a $3.6 million loss for
the same period in 2001.

Interest expense decreased $3.2 million from $30.4 million for the three months
ended September 30, 2001 to $27.2 million for the same period in 2002 as a
result of lower interest rates for the three months ended September 30, 2002 as
compared to the same period in 2001.

There was an income tax benefit of $3.1 million for the three months ended
September 30, 2002 as compared to an income tax benefit of $9.5 million for the
same period in 2001. This change is primarily due to the increase in income
before income taxes as a result of the Company's adoption of SFAS No. 142.

The Company recognized a net loss for the three months ended September 30, 2002
of $6.0 million, as compared to a net loss of $24.4 million for the same period
in 2001.

The results for the three months ended September 30, 2002 were affected by the
same factors as the nine months ended September 30, 2002. Reference is made to
the discussion of the nine month results.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its working capital requirements with
cash from operations and revolving credit borrowings. Its acquisitions have been
financed primarily with borrowed funds and the issuance of Class A common stock.

During the nine months ended September 30, 2002, the Company financed the cash
portion of its acquisition activity of approximately $74.0 million with excess
cash on hand. On January 11, 2002 the Company activated $200 million in new
borrowings under the incremental facility of its bank credit agreement. The
proceeds were used to reduce the balance of the revolving bank credit facility
balance by $160 million and approximately $10 million was used for operations
resulting in excess cash on hand of $30 million. Also on January 30, 2002,
JPMorgan Chase issued a standby letter of credit of approximately $3.2 million
to benefit American Casualty Insurance Company, the provider of the Company's
general liability and workman's compensation coverage. This issuance reduces the
Company's availability under its revolving bank credit facility. On March 31,
2002, in accordance with the Company's bank credit agreement, required quarterly
principal payments of $15.75 million were made and commitments under the
revolving facility of the bank credit agreement were reduced by $8.75 million
per quarter. As of September 30, 2002 the Company had $319.1 million available
under the revolving credit facility.

On September 25, 2002, the Company called for full redemption on October 25,
2002 of its outstanding 9.25% Senior Subordinated Notes due 2007 in aggregate
principal amount of approximately $74.1 million for a redemption price equal to
104.625% of the principal amount of the Notes plus accrued interest to the
redemption date of approximately $1.3 million. The Notes were called pursuant to
the optional redemption provisions of the Notes and the related indenture
applicable to optional redemptions. The Company used cash on hand to redeem the
Notes. In the fourth quarter of 2002, the Company will record approximately $2.1
million, net of tax, as an expense related to the prepayment penalty of the
Notes.

                                      -13-

The Company's net cash provided by operating activities increased $35.5 million
for the nine months ended September 30, 2002 due primarily to a decrease in net
loss of $56.6 million, an increase in cash provided from accounts receivable of
$9.1 million and accrued expenses of $14.8 million. These changes were offset
primarily by an increase in other assets of $8.0 million, an increase in prepaid
expenses of $1.6 million, a decrease in accounts payable of $5.3 million and a
decrease in noncash items of $30.9 million. The decrease in non cash items
includes a decrease in depreciation and amortization of $56.9 million, offset by
a decrease in the deferred income tax benefit of $24.6 million and an increase
in the provision for doubtful accounts of $0.9 million. Net cash used in
investing activities decreased $201.7 million from $330.6 million for the nine
months ended September 30, 2001 to $128.9 million for the same period in 2002.
This decrease was due to a $200.5 million decrease in acquisitions of new
markets. Net cash provided by financing activities for the nine months ended
September 30, 2002 is $21.2 million primarily due to $60.0 million in net
borrowings under credit agreements and $12.7 million in proceeds from the
issuance of common stock, offset by $50.2 million in scheduled principal
payments of the Company's debt.

In the future the Company has principal reduction obligations and revolver
commitment reductions under its bank credit agreement. In addition it has fixed
commercial commitments which consists of various operating leases for production
facilities and sites upon which advertising structures are built. The leases
expire at various dates and have varying options to renew and to cancel. These
commitments are detailed as follows:

                                                                      Payments Due by Period
                                                                          (in millions)
                                             Total            Less
           Contractual                  Obligations at       than 1     1 - 3      4 - 5     After 5
           Obligations                September 30, 2002      Year      Years      Years      Years
           -----------                ------------------     ------     -----     -------    -------
                                                               
Long-Term debt                            $1,824.9            114.2     325.2     1,384.4        1.1
Billboard site and building leases           809.5             95.1     168.7       126.5      419.2
                                          --------           ------     -----     -------    -------
Total Payments due                        $2,634.4            209.3     493.9     1,510.9      420.3
                                          ========           ======     =====     =======    =======

                                                                      Amount of Commitment
                                                                      Expiration per Period
                                                                          (in millions)
                                         Total Amount        Less
           Other Commercial              Committed at        than 1     1 - 3      4 - 5    After 5
              Commitments             September 30, 2002      Year      Years      Years     Years
           ----------------           ------------------     ------     -----      -----    -------
                                                               
Revolving credit facility (1)               $ 323.8            35.0     205.7       83.1        0.0
                                            =======          ------     -----      -----    -------
Standby Letter of Credit                    $   4.7             0.3       0.0        4.4        0.0
                                            =======          ======     =====      =====    =======

(1) The Company had no outstanding balance at September 30, 2002.

The Company believes that its current level of cash on hand, availability under
its bank credit agreement and future cash flows from operations are sufficient
to meet its operating needs through the year 2002. All debt obligations are on
the Company's balance sheet.

LAMAR MEDIA CORP.

The following is a discussion of the consolidated financial condition and
results of operations of Lamar Media for the nine months and three months ended
September 30, 2002 and 2001. This discussion should be read in conjunction with
the consolidated financial statements of Lamar Media and the related notes.

RESULTS OF OPERATIONS

We use EBITDA (earnings before interest, taxes, depreciation and amortization)
as one measure to evaluate the operating performance of our business. EBITDA is
not a measure of performance under generally accepted accounting principles and
should be considered in addition to, but not as an alternative to or superior to
other measures of financial performance prepared in accordance with generally
accepted accounting principles.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

Net revenues increased $30.6 million or 5.5% to $581.0 million for the nine
months ended September 30, 2002 as compared to the same period in 2001. This
increase was attributable to an increase in billboard net revenues of $24.8
million or 4.8%, a $2.1 million increase in logo sign revenue or 8.1% and a $2.7
million increase in transit revenue, which represents a 78.4% increase over the
prior year.

                                      -14-

Operating expenses, exclusive of depreciation and amortization and gain or loss
on sale of assets, increased $29.3 million or 9.8% for the nine months ended
September 30, 2002 as compared to the same period in 2001. This was primarily
the result of additional operating expenses related to the operations of
acquired outdoor advertising assets. Included in operating expenses for the nine
months ended September 30, 2002 is a charge of $2.3 million related to a jury
verdict rendered in August 2002 against the Company for compensatory and
punitive damages. In October 2002, the Company filed a motion seeking the
elimination or reduction of the punitive damages portion of the award, which was
$2.2 million. As of the date of this report, the court has not ruled on the
Company's motion. If the ruling is adverse to the Company, the Company intends
to appeal.

EBITDA increased $1.2 million to $252.7 million for the nine months ended
September 30, 2002 from $251.5 million for the same period in 2001.

Depreciation and amortization expense decreased $56.6 million or 21.7% from
$260.9 million for the nine months ended September 30, 2001 to $204.3 million
for the nine months ended September 30, 2002 as a result of Lamar Media's
adoption of SFAS No. 142 "Goodwill and Other Intangible Assets", which
eliminated the amortization expense for goodwill.

Due to the above factors, operating income increased $57.3 million to $48.6
million for nine months ended September 30, 2002 compared to an operating loss
of $8.7 million for the same period in 2001.

Interest expense decreased $19.2 million from $89.1 million for the nine months
ended September 30, 2001 to $69.9 million for the same period in 2002 as a
result of lower interest rates for the nine months ended September 30, 2002 as
compared to the same period in 2001.

There was an income tax benefit of $6.6 million for the nine months ended
September 30, 2002 as compared to an income tax benefit of $26.2 million for the
same period in 2001. This change is primarily due to the increase in income
before income taxes as a result of Lamar Media's adoption of SFAS No. 142. The
effective tax rate for the nine months ended September 30, 2002 was
approximately 32.1%.

As a result of the above factors, Lamar Media recognized a net loss for the nine
months ended September 30, 2002 of $13.9 million, as compared to a net loss of
$71.1 million for the same period in 2001.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

Net revenues increased $13.7 million or 7.3% to $201.9 million for the three
months ended September 30, 2002 as compared to the same period in 2001.

Operating expenses, exclusive of depreciation and amortization and gain or loss
on sale of assets, increased $11.9 million or 11.6% for the three months ended
September 30, 2002 as compared to the same period in 2001, which includes a
charge of $2.3 million related to a jury verdict rendered in August 2002 against
the Company for compensatory and punitive damages. In October 2002, the Company
filed a motion seeking the elimination or reduction of the punitive damages
portion of the award, which was $2.2 million. As of the date of this report, the
court has not ruled on the Company's motion. If the ruling is adverse to the
Company, the Company intends to appeal.

EBITDA increased $1.8 million or 2.1% to $88.0 million for the three months
ended September 30, 2002 from $86.2 million for the same period in 2001.

Depreciation and amortization expense decreased $19.0 million or 21.5% from
$88.5 million for the three months ended September 30, 2001 to $69.5 million for
the three months ended September 30, 2002 as a result of Lamar Media's adoption
of SFAS No. 142 "Goodwill and Other Intangible Assets", which eliminated the
amortization expense for goodwill.

Due to the above factors, operating income increased $21.2 million to $18.6
million for three months ended September 30, 2002 compared to an operating loss
of $2.6 million for the same period in 2001.

Interest expense decreased $3.2 million from $26.6 million for the three months
ended September 30, 2001 to $23.4 million for the same period in 2002 as a
result of lower interest rates for the three months ended September 30, 2002 as
compared to the same period in 2001.

There was a income tax benefit of $1.3 million for the three months ended
September 30, 2002 as compared to an income tax benefit of $7.7 million for the
same period in 2001. This change is primarily due to the increase in income
before income taxes as a result of Lamar Media's adoption of SFAS No. 142.

As a result of the above factors, Lamar Media a recognized a net loss for the
three months ended September 30, 2002 of $3.1 million, as compared to a net loss
of $21.4 million for the same period in 2001.

                                      -15-

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

LAMAR ADVERTISING COMPANY AND LAMAR MEDIA CORP.

Lamar Advertising Company is exposed to interest rate risk in connection with
variable rate debt instruments issued by its wholly-owned subsidiary, Lamar
Media Corp. The Company does not enter into market risk sensitive instruments
for trading purposes. The information below summarizes the Company's interest
rate risk associated with its principal variable rate debt instruments
outstanding at September 30, 2002.

Loans under Lamar Media's bank credit agreement bear interest at variable rates
equal to the JPMorgan Chase Prime Rate or LIBOR plus the applicable margin.
Because the JPMorgan Chase Prime Rate or LIBOR may increase or decrease at any
time, the Company and Lamar Media are exposed to market risk as a result of the
impact that changes in these base rates may have on the interest rate applicable
to borrowings under the bank credit agreement. Increases in the interest rates
applicable to borrowings under the bank credit agreement would result in
increased interest expense and a reduction in the Company's and Lamar Media's
net income and total free cash flow.

At September 30, 2002, there was approximately $991 million of aggregate
indebtedness outstanding under the bank credit agreement, or approximately 58%
of the Company's and 70% of Lamar Media's outstanding long-term debt on that
date, bearing interest at variable rates. The aggregate interest expense for the
nine months ended September 30, 2002 with respect to borrowings under the bank
credit agreement was approximately $32 million, and the weighted average
interest rate applicable to borrowings under these credit facilities during the
nine months ended September 30, 2002 was 3.97%. Assuming that the weighted
average interest rate was 200-basis points higher (that is 5.97% rather than
3.97%), then the Company's and Lamar Media's September 30, 2002 interest expense
would have been approximately $15 million higher resulting in a $9 million
decrease in the Company's and Lamar Media's nine months ended September 30, 2002
net income and total free cash flow.

The Company attempts to mitigate the interest rate risk resulting from its
variable interest rate long-term debt instruments by also issuing fixed rate
long-term debt instruments and maintaining a balance over time between the
amount of the Company's variable rate and fixed rate indebtedness. In addition,
the Company has the capability under the bank credit agreement to fix the
interest rates applicable to its borrowings at an amount equal to LIBOR plus the
applicable margin for periods of up to twelve months, which would allow the
Company to mitigate the impact of short-term fluctuations in market interest
rates. In the event of an increase in interest rates, the Company may take
further actions to mitigate its exposure. The Company cannot guarantee, however,
that the actions that it may take to mitigate this risk will be feasible or
that, if these actions are taken, that they will be effective.

ITEM 4.

CONTROLS AND PROCEDURES.

a) Evaluation of disclosure controls and procedures. The Company's and Lamar
Media's chief executive officer and chief financial officer, after evaluating
the effectiveness of the Company's and Media's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15-d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
filing date of this combined quarterly report, have concluded that, as of the
Evaluation Date, the Company's and Lamar Media's disclosure controls and
procedures were adequate and designed to ensure that the information required to
be disclosed in the reports filed or submitted by the Company and Lamar Media
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the requisite time periods.

b) Changes in internal controls. There were no significant changes in the
internal controls of the Company or Lamar Media or in other factors that could
significantly affect the Company's or Lamar Media's internal controls subsequent
to the Evaluation Date.

                                      -16-

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The Exhibits filed as part of this report are listed on the Exhibit Index
immediately following the signature page hereto, which Exhibit Index is
incorporated herein by reference.

(b) Reports on Form 8-K

None

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       LAMAR ADVERTISING COMPANY

DATED:  November 12, 2002              BY: /s/ Keith A. Istre
                                       ----------------------
                                       Chief Financial and Accounting Officer,
                                       Treasurer and Director

                                       LAMAR MEDIA CORP.

DATED:  November 12, 2002              BY: /s/ Keith A. Istre
                                       ----------------------
                                       Chief Financial and Accounting Officer,
                                       Treasurer and Director

                                      -17-

                                 CERTIFICATIONS

I, Kevin P. Reilly, Jr., certify that:

1.       I have reviewed this combined quarterly report on Form 10-Q of Lamar
         Advertising Company and Lamar Media Corp.;

2.       Based on my knowledge, this combined quarterly report does not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this combined quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this combined quarterly report, fairly present
         in all material respects the financial condition, results of operations
         and cash flows of the registrants as of, and for, the periods presented
         in this combined quarterly report;

4.       The registrants' other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants
         and we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrants,
                  including their consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this combined quarterly report is being
                  prepared;

         b)       evaluated the effectiveness of the registrants' disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this combined quarterly report (the
                  "Evaluation Date"); and

         c)       presented in this combined quarterly report our conclusions
                  about the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation Date;

5.       The registrants' other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrants' auditors and the
         audit committee of registrants' board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrants' ability to record, process, summarize and report
                  financial data and have identified for the registrants'
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrants' internal controls; and

6.       The registrants' other certifying officer and I have indicated in this
         combined quarterly report whether or not there were significant changes
         in internal controls or in other factors that could significantly
         affect internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.

DATED: November 12, 2002      BY: /s/ Kevin P. Reilly, Jr.
                              ----------------------------
                              Kevin P. Reilly, Jr.
                              Chief Executive Officer, Lamar Advertising Company
                              Chief Executive Officer, Lamar Media Corp.

                                      -18-

I, Keith A. Istre, certify that:

1.       I have reviewed this combined quarterly report on Form 10-Q of Lamar
         Advertising Company and Lamar Media Corp.;

2.       Based on my knowledge, this combined quarterly report does not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this combined quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this combined quarterly report, fairly present
         in all material respects the financial condition, results of operations
         and cash flows of the registrants as of, and for, the periods presented
         in this combined quarterly report;

4.       The registrants' other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrants
         and we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrants,
                  including their consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this combined quarterly report is being
                  prepared;

         b)       evaluated the effectiveness of the registrants' disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this combined quarterly report (the
                  "Evaluation Date"); and

         c)       presented in this combined quarterly report our conclusions
                  about the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation Date;

5.       The registrants' other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrants' auditors and the
         audit committee of registrants' board of directors (or persons
         performing the equivalent function):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrants' ability to record, process, summarize and report
                  financial data and have identified for the registrants'
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrants' internal controls; and

6.       The registrants' other certifying officer and I have indicated in this
         combined quarterly report whether or not there were significant changes
         in internal controls or in other factors that could significantly
         affect internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.

DATED: November 12, 2002      BY: /s/ Keith A. Istre
                              -----------------------
                              Keith A. Istre
                              Chief Financial Officer, Lamar Advertising Company
                              Chief Financial Officer, Lamar Media Corp.

                                      -19-

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
               
2.1               Agreement and Plan of Merger dated as of July 20, 1999 among
                  Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings
                  Merge Co. Previously filed as exhibit 2.1 to the Company's
                  Current Report on Form 8-K filed on July 22, 1999 (File No.
                  0-30242) and incorporated herein by reference.

3.1               Certificate of Incorporation of Lamar New Holding Co.
                  Previously filed as exhibit 3.1 to the Company's Quarterly
                  Report on Form 10-Q for the period ended June 30, 1999 (File
                  No. 0-20833) filed on August 16, 1999 and incorporated herein
                  by reference.

3.2               Certificate of Amendment of 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 the Company's Quarterly Report on Form
                  10-Q for the period ended June 30, 1999 (File No. 0-20833)
                  filed on August 16, 1999 and incorporated herein by reference.

3.3               Certificate of Amendment of Certificate of Incorporation of
                  Lamar Advertising Company. Previously filed as Exhibit 3.3 to
                  the Company's Quarterly Report on Form 10-Q for the period
                  ended June 30, 2000 (File No. 0-30242) filed on August 11,
                  2000 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
                  the Company's Quarterly Report on Form 10-Q for the period
                  ended September 30, 2000 (File No. 0-30242) filed on November
                  14, 2000 and incorporated herein by reference.

3.5               Bylaws of the Lamar Advertising Company. Previously filed as
                  Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for
                  the period ended June 30, 1999 (File No. 0-20833) filed on
                  August 16, 1999 and incorporated herein by reference.

3.6               Amended and Restated Bylaws of Lamar Media Corp. Previously
                  filed as Exhibit 3.1 to Lamar Media's Quarterly Report on Form
                  10-Q for the period ended September 30, 1999 (File No.
                  1-12407) filed on November 12, 1999 and incorporated herein by
                  reference.

4.1               Supplemental Indenture to the Indenture dated November 15,
                  1996 among Lamar Media Corp., certain of its subsidiaries and
                  State Street Bank and Trust Company, as Trustee, dated August
                  16, 2002 delivered by Washington Logos, L.L.C. Filed herewith.

4.2               Supplemental Indenture to the Indenture dated August 15, 1997
                  among Outdoor Communications, Inc., certain of its
                  subsidiaries and First Union National Bank, as Trustee, dated
                  August 16, 2002 delivered by Washington Logos, L.L.C. Filed
                  herewith.

4.3               Supplemental Indenture to the Indenture dated September 25,
                  1997 among Lamar Media Corp., certain of its subsidiaries and
                  State Street Bank and Trust Company, as Trustee, dated August
                  16, 2002 delivered by Washington Logos, L.L.C. Filed herewith.

10.1              Joinder Agreement dated November 12, 2001 to the Lamar Media
                  Corp. Credit Agreement dated August 16, 2002 by Washington
                  Logos L.L.C. Filed herewith.

10.2              Amendment No. 4 dated as of October 23, 2002 in respect of the
                  Credit Agreement dated as of August 13, 1999 between Lamar
                  Media Corp., the Subsidiary Guarantors party thereto, the
                  Lenders party thereto, and JPMorgan Chase Bank (formerly known
                  as The Chase Manhattan Bank), as Administrative Agent. Filed
                  herewith.

99.1              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                  Filed herewith.

                                      -20-

                                                                     EXHIBIT 4.1

                             SUPPLEMENTAL INDENTURE

                                       OF

                                    GUARANTOR

         THIS SUPPLEMENTAL INDENTURE dated as of August 16, 2002 is delivered
pursuant to Section 10.04 of the Indenture dated as of November 15, 1996 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, the "Indenture") among LAMAR MEDIA CORP., a Delaware corporation,
(formerly Lamar Advertising Company) certain of its subsidiaries ("Guarantors")
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as
Trustee ("Trustee") (all terms used herein without definition having the
meanings ascribed to them in the Indenture).

         The undersigned hereby agree that:

         1. The undersigned is a Guarantor under the Indenture with all of the
rights and obligations of a Guarantor thereunder.

         2. The undersigned hereby grants, ratifies and confirms the guarantee
provided for by Article Ten of the Indenture to guarantee unconditionally,
jointly and severally with the other Guarantors, to each Holder of a Note
authenticated and delivered by the Trustee, and to the Trustee on behalf of such
Holder, the due and punctual payment of the principal of (and premium, if any)
and interest on such Note when and as the same shall become due and payable.

         3. The undersigned hereby represents and warrants that the
representations and warranties set forth in the Indenture, to the extent
relating to the undersigned as Guarantor, are correct on and as of the date
hereof.

         4. All notices, requests and other communications provided for in the
Indenture should be delivered to the undersigned at the address specified in
Section 12.02 of the Indenture.

         5. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the Indenture.

         6. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.

         IN WITNESS WHEREOF, the undersigned have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.

                                        Guarantor:
                                        Washington Logos, L.L.C.,
                                        a Washington limited liability company

                                        By: Interstate Logos, L.L.C.
                                        Its: Managing Member

                                        By: Lamar Media Corp.
                                        Its: Managing Member

                                        By: /s/ Keith A. Istre
                                           -------------------
                                           Keith A. Istre
                                           Vice President - Finance and
                                           Chief Financial Office

Attest:

By: /s/ James R. McIlwain
    ------------------------
James R. McIlwain, Secretary

Accepted:

STATE STREET BANK AND TRUST
    COMPANY, as Trustee

By: /s/ Andrew M. Sinasky
    --------------------------
Title: Assistant Vice President
       ------------------------

                                      -2-

                                                                     EXHIBIT 4.2

                             SUPPLEMENTAL INDENTURE

                       TO INDENTURE DATED AUGUST 15, 1997

         THIS SUPPLEMENTAL INDENTURE dated as of August 16, 2002, is delivered
pursuant to Section 4.11 of the Indenture dated as of August 15, 1997 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, the "1997 Indenture") among OUTDOOR COMMUNICATIONS, INC., a Delaware
corporation, certain of its subsidiaries (the "Guarantors") and FIRST UNION
NATIONAL BANK, a national banking corporation, as Trustee (the "Trustee") (all
terms used herein without definition having the meanings ascribed to them in the
1997 Indenture).

         The undersigned hereby agrees that:

         1. The undersigned is a Guarantor under the 1997 Indenture with all of
the rights and obligations of the Guarantors thereunder.

         2. The undersigned has granted, ratified and confirmed, in the form and
substance of Exhibit B to the 1997 Indenture, the Guarantee provided for by
Article XI of the 1997 Indenture.

         3. The undersigned hereby represents and warrants that the
representations and warranties set forth in the 1997 Indenture, to the extent
relating to the undersigned as Guarantor, are correct on and as of the date
hereof.

         4. All notices, requests and other communications provided for in the
1997 Indenture should be delivered to the undersigned at the following address:

                  Keith A. Istre
                  Vice President - Finance and
                  Chief Financial Officer
                  Lamar Media Corp. and its Subsidiaries
                  5551 Corporate Blvd.
                  Baton Rouge, LA 70808

         5. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the 1997 Indenture.

         6. This Supplemental Indenture shall be governed by and construed in
accordance with the internal laws of the State of New York.

         IN WITNESS WHEREOF, the undersigned have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.

                                       Guarantor:

                                       Washington Logos, L.L.C.
                                       a Washington limited liability company

                                       By: Interstate Logos, L.L.C.
                                           a Louisiana limited liability company
                                       Its: Managing member

                                       By: Lamar Media Corp.
                                           a Delaware corporation
                                       Its: Managing member

                                       By: /s/ Keith A. Istre
                                           --------------------------------
                                               Keith A. Istre
                                               Vice President - Finance and
                                               Chief Financial Office

Attest:

By: /s/ James R. McIlwain
    ------------------------
James R. McIlwain, Secretary

Accepted:

FIRST UNION NATIONAL BANK, as Trustee

By: /s/ James Long
    ---------------------------
Title: Assistant Vice President
       ------------------------

                                      -2-

                                                                     EXHIBIT 4.3

                             SUPPLEMENTAL INDENTURE

                                       OF

                                    GUARANTOR

         THIS SUPPLEMENTAL INDENTURE dated as of August 16, 2002, is delivered
pursuant to Section 10.04 of the Indenture dated as of September 25, 1997 (as
heretofore or hereafter modified and supplemented and in effect from time to
time, the "Indenture") among LAMAR MEDIA CORP., a Delaware corporation, certain
of its subsidiaries ("Guarantors") and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts banking corporation, as Trustee ("Trustee") (all terms used herein
without definition having the meanings ascribed to them in the Indenture).

         The undersigned hereby agree that:

         1. The undersigned is a Guarantor under the Indenture with all of the
rights and obligations of Guarantors thereunder.

         2. The undersigned hereby grants, ratifies and confirms the guarantee
provided for by Article Ten of the Indenture to guarantee unconditionally,
jointly and severally with the other Guarantors, to each Holder of a Note
authenticated and delivered by the Trustee, and to the Trustee on behalf of such
Holder, the due and punctual payment of the principal of (and premium, if any)
and interest on such Note when and as the same shall become due and payable.

         3. The undersigned hereby represents and warrants that the
representations and warranties set forth in the Indenture, to the extent
relating to the undersigned as Guarantor, are correct on and as of the date
hereof.

         4. All notices, requests and other communications provided for in the
Indenture should be delivered to the undersigned at the address specified in
Section 12.02 of the Indenture.

         5. A counterpart of this Supplemental Indenture may be attached to any
counterpart of the Indenture.

         6. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.

         IN WITNESS WHEREOF, the undersigned has caused this Supplemental
Indenture to be duly executed as of the day and year first above written.

                                      Guarantor:

                                      Washington Logos, L.L.C.,
                                      a Washington limited liability company

                                      By: Interstate Logos, L.L.C.
                                      Its: Managing Member

                                      By: Lamar Media Corp.
                                      Its: Managing Member

                                      By: /s/ Keith A. Istre
                                          -----------------------------
                                           Keith A. Istre
                                           Vice President - Finance and
                                           Chief Financial Office

Attest:

By: /s/ James R. McIlwain
    --------------------------------
        James R. McIlwain, Secretary

Accepted:

STATE STREET BANK AND TRUST
    COMPANY, as Trustee

By: /s/ Andrew M. Sinasky
    ---------------------------
Title: Assistant Vice President
       ------------------------

                                   Page 2 of 2

                                                                    EXHIBIT 10.1

                                JOINDER AGREEMENT

         JOINDER AGREEMENT dated as of August 16, 2002, by the undersigned,
Washington Logos, L.L.C., (the "Additional Subsidiary Guarantor"), in favor of
The Chase Manhattan Bank, as administrative agent for the Lenders party to the
Credit Agreement referred to below (in such capacity, together with its
successors in such capacity, the "Administrative Agent").

         Lamar Media Corp. (formerly Lamar Advertising Company), a Delaware
corporation (the "Borrower"), and certain of its subsidiaries (collectively, the
"Existing Subsidiary Guarantors" and, together with the Borrower, the "Securing
Parties") are parties to a Credit Agreement dated August 13, 1999 (as modified
and supplemented and in effect from time to time, the "Credit Agreement",
providing, subject to the terms and conditions thereof, for extensions of credit
(by means of loans and letters of credit) to be made by the lenders therein
(collectively, together with any entity that becomes a "Lender" party to the
Credit Agreement after the date hereof as provided therein, the "Lenders" and,
together with Administrative Agent and any successors or assigns of any of the
foregoing, the "Secured Parties") to the Borrower in an aggregate principal or
face amount not exceeding $1,000,000,000 (which, in the circumstances
contemplated by Section 2.01(d) thereof, may be increased to $1,400,000,000). In
addition, the Borrower may from time to time be obligated to one or more of the
Lenders under the Credit Agreement in respect of Hedging Agreements under and as
defined in the Credit Agreement (collectively, the "Hedging Agreements").

         In connection with the Credit Agreement, the Borrower, the Existing
Subsidiary Guarantors and the Administrative Agent are parties to the Pledge
Agreement dated September 15, 1999 (the "Pledge Agreement") pursuant to which
the Securing Parties have, inter alia, granted a security interest in the
Collateral (as defined in the Pledge Agreement) as collateral security for the
Secured Obligations (as so defined). Terms defined in the Pledge Agreement are
used herein as defined therein.

         To induce the Secured Parties to enter into the Credit Agreement, and
to extend credit thereunder and to extend credit to the Borrower under Hedging
Agreements, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Additional Subsidiary
Guarantor has agreed to become a party to the Credit Agreement and the Pledge
Agreement as a "Subsidiary Guarantor" thereunder, and to pledge and grant a
security interest in the Collateral (as defined in the Pledge Agreement).

         Accordingly, the parties hereto agree as follows:

                                       1

         Section 1. Definitions. Terms defined in the Credit Agreement are used
herein as defined therein.

         Section 2. Joinder to Agreements. Effective upon the execution and
delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall
become a "Subsidiary Guarantor" under and for all purposes of the Credit
Agreement and the Pledge Agreement with all the rights and obligations of a
Subsidiary Guarantor thereunder. Without limiting the generality of the
foregoing, the Additional Subsidiary Guarantor hereby:

                  (i) jointly and severally with the other Subsidiary Guarantors
         party to the Credit Agreement guarantees to each Secured Party and
         their respective successors and assigns the prompt payment in full when
         due (whether at stated maturity, by acceleration or otherwise) of all
         Guaranteed Obligations in the same manner and to the same extent as is
         provided in Article III of the Credit Agreement;

                  (ii) pledges and grants the security interests in all right,
         title and interest of the Additional Subsidiary Guarantor in all
         Collateral (as defined in the Pledge Agreement) now owned or hereafter
         acquired by the Additional Subsidiary Guarantor and whether now
         existing or hereafter coming into existence provided for by Article III
         of the Pledge Agreement as collateral security for the Secured
         Obligations and agrees that Annex 1 thereof shall be supplemented as
         provided in Appendix A hereto;

                  (iii) makes the representations and warranties set forth in
         Article IV of the Credit Agreement and in Article II of the Pledge
         Agreement, to the extent relating to the Additional Subsidiary
         Guarantor or to the Pledged Equity evidenced by the certificates, if
         any, identified in Appendix A hereto; and

                  (iv) submits to the jurisdiction of the courts, and waives
         jury trial, as provided in Sections 10.09 and 10.10 of the Credit
         Agreement.

         The Additional Subsidiary Guarantor hereby instructs its counsel to
deliver the opinions referred to in Section 6.10(a)(iii) of the Credit Agreement
to the Secured Parties.

                                       2

         IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this
Joinder Agreement to be duly executed and delivered as of the day and year first
above written.

                                        Washington Logos, L.L.C.,
                                        a Washington limited liability company

                                        By: Interstate Logos, L.L.C.
                                        Its: Managing member

                                        By: Lamar Media Corp.
                                        Its: Managing member

                                        By: /s/ Keith A. Istre
                                            ----------------------------
                                            Keith A. Istre
                                            Vice President - Finance and
                                            Chief Financial Officer

Attested:

By: James R. McIlwain
    ----------------------------
    James R. McIlwain, Secretary

Accepted and agreed:

JPMORGAN CHASE BANK (f/k/a THE CHASE MANHATTAN BANK),
  as Administrative Agent

By: /s/ Joan M. Fitzgibbon
    ----------------------
  Title: Managing Director

                                       3

The undersigned hereby respectively pledges and grants a security interest in
the Pledged Equity and evidenced by the certificate listed in Appendix A hereto
and agrees that Annex 1 of the above-referenced Pledge Agreement is hereby
supplemented by adding thereto the information listed on Appendix A.

Interstate Logos, L.L.C., Issuee of the Membership Units of Washington Logos,
L.L.C.

By: Lamar Media Corp.
Its: Managing Member

By: /s/ Keith A. Istre
    --------------------------
        Keith A. Istre
Title:  Vice President-Finance

                                       4

Supplement to Annex 1

                                                 Appendix A to Joinder Agreement

   Pledgor Ownership                 Issuer              No. Units    Cert. No.     %
                                                                       
Interstate Logos, L.L.C.     Washington Logos, L.L.C.       1000          1        100

                                       5

                                                                    EXHIBIT 10.2

                                                                [EXECUTION COPY]

                                 AMENDMENT NO. 4

                  AMENDMENT NO. 4 dated as of October 23, 2002 in respect of the
Credit Agreement dated as of August 13, 1999 (as heretofore amended, the "Credit
Agreement") between Lamar Media Corp. (the "Borrower"), the Subsidiary
Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Administrative Agent (in such
capacity, the "Administrative Agent").

                  The Borrower has requested that the Administrative Agent
consent to an amendment to the Credit Agreement. The Administrative Agent,
pursuant to authority granted by, and having obtained all necessary consents of,
the Required Lenders (as defined in the Credit Agreement), has agreed to such an
amendment and, accordingly, the parties hereto hereby agree as follows:

                  Section 1. Definitions. Terms defined in the Credit Agreement
and used herein are used herein as defined therein.

                  Section 2. Amendments. Subject to the execution and delivery
hereof by the Borrower, Holdings, the Subsidiary Guarantors and the
Administrative Agent, but effective as of the date hereof, Section 7.11 of the
Credit Agreement shall be amended in its entirety to read as follows:

                  "SECTION 7.11. SUBORDINATED INDEBTEDNESS. Except as permitted
         by Section 7.01(c), the Borrower will not, nor will it permit any of
         its Restricted Subsidiaries to, purchase, redeem, retire or otherwise
         acquire for value, or set apart any money for a sinking, defeasance or
         other analogous fund for the purchase, redemption, retirement or other
         acquisition of, or make any voluntary payment or prepayment of the
         principal of or interest on, or any other amount owing in respect of,
         any Subordinated Indebtedness, except for (i) regularly scheduled
         payments or prepayments of principal and interest in respect thereof
         required pursuant to the instruments evidencing such Subordinated
         Indebtedness and (ii) any repurchase of OCI Subordinated Notes either
         (x) pursuant to the "Change of Control" offer required to be made under
         the OCI Indenture as a result of the Borrower becoming a Subsidiary of
         Holdings or (y) pursuant to a Notice of Full Optional Redemption dated
         September 25, 2002, so long as such repurchase under this clause (y) is
         effected at a price of not greater than par plus accrued and unpaid
         interest and call premium and the aggregate principal amount of OCI
         Subordinated Notes repurchased pursuant to such Notice of Full Optional
         Redemption shall not exceed $75,000,000."

                  Section 3. Miscellaneous. Except as expressly herein provided,
the Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 4 may be executed in any number of counterparts, all of which
taken together shall

                                Amendment No. 4

                                      -2-

constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 4 by signing any such counterpart. This Amendment
No. 4 shall be governed by, and construed in accordance with, the law of the
State of New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 4 to be duly executed as of the day and year first above written.

                              BORROWER AND HOLDINGS

LAMAR MEDIA CORP.                           LAMAR ADVERTISING COMPANY

By: /s/ KEITH ISTRE                         By: /s/ KEITH ISTRE
    ------------------------------              ------------------------------
    Title: Vice President and                   Title: Vice President and
           Chief Financial Officer                     Chief Financial Officer

                              SUBSIDIARY GUARANTORS

                                  LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
                                  LAMAR TEXAS GENERAL PARTNER, INC.
                                  TLC PROPERTIES, INC.
                                  TLC PROPERTIES II, INC.
                                  LAMAR PENSACOLA TRANSIT, INC.
                                  LAMAR ADVERTISING OF YOUNGSTOWN, INC.
                                  NEBRASKA LOGOS, INC.
                                  OHIO LOGOS, INC.
                                  UTAH LOGOS, INC.
                                  SOUTH CAROLINA LOGOS, INC.
                                  MINNESOTA LOGOS, INC.
                                  MICHIGAN LOGOS, INC.
                                  FLORIDA LOGOS, INC.
                                  NEVADA LOGOS, INC.
                                  TENNESSEE LOGOS, INC.
                                  KANSAS LOGOS, INC.
                                  COLORADO LOGOS, INC.
                                  NEW MEXICO LOGOS, INC.
                                  CANADIAN TODS LIMITED
                                  LAMAR ADVERTISING OF MICHIGAN, INC.
                                  LAMAR ELECTRICAL, INC.
                                  AMERICAN SIGNS, INC.
                                  LAMAR OCI NORTH CORPORATION, successor
                                    to Lamar Aztec, Inc.

                                 Amendment No. 4

                                      -3-

                                  LAMAR OCI SOUTH CORPORATION
                                  LAMAR ADVERTISING OF KENTUCKY, INC.
                                  LAMAR FLORIDA, INC.
                                  LAMAR ADVERTISING OF IOWA, INC.
                                  LAMAR ADVAN, INC.
                                  LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                  LAMAR CENTRAL OUTDOOR, INC., formerly known
                                    as Lamar Advertising of Texas, Inc. and
                                    successor to Dowling Company
                                    Incorporated, Lamar Martin Corporation,
                                    Lamar MW Sign Corporation, Lamar Nevada Sign
                                    Corporation, Lamar Outdoor Corporation,
                                    Lamar Whiteco Outdoor Corporation, Lamar
                                    Springfield, Inc., Lamar West, L.P., Lindsay
                                    Outdoor Advertising, Inc., Scenic Marketing
                                    & Consulting, Inc., McCloskey Outdoor
                                    Advertising, Inc. and Lamar G&H Outdoor
                                    Advertising, L.L.C.
                                  LAMAR ADVANTAGE HOLDING COMPANY, successor to
                                    Superior Outdoor Advertising, Inc., Custom
                                    Leasing & Realty, Inc., and Arkansas
                                    Outdoor Advertising Co., Inc.
                                  LAMAR OHIO OUTDOOR HOLDING CORP.
                                  LAMAR BENCHES, INC.
                                  LAMAR I-40 WEST, INC.
                                  LAMAR ADVERTISING OF OKLAHOMA, INC.
                                  LAMAR OKLAHOMA HOLDING COMPANY, INC.
                                  HARDIN DEVELOPMENT CORPORATION
                                  PARSONS DEVELOPMENT COMPANY
                                  REVOLUTION OUTDOOR ADVERTISING, INC.
                                  OUTDOOR MARKETING SYSTEMS, INC.
                                  LAMAR ADVERTISING SOUTHWEST, INC.
                                  LAMAR DOA TENNESSEE HOLDINGS, INC.
                                  LAMAR DOA TENNESSEE, INC.
                                  TRANS WEST OUTDOOR ADVERTISING, INC.

                                  By: /s/ KEITH A. ISTRE
                                      --------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                 Amendment No. 4

                                      -4-

                                  MISSOURI LOGOS, LLC, formerly known as Lamar
                                    Missouri, LLC and successor to Missouri
                                    Logos, Inc.
                                  KENTUCKY LOGOS, LLC, formerly known as Lamar
                                    Kentucky, LLC and successor to Kentucky
                                    Logos, Inc.
                                  OKLAHOMA LOGOS, L.L.C., successor to
                                    Oklahoma Logo Signs, Inc.
                                  MISSISSIPPI LOGOS, L.LC., successor to
                                    Mississippi Logos, Inc.
                                  DELAWARE LOGOS, L.L.C.
                                  NEW JERSEY LOGOS, L.L.C., successor to
                                    New Jersey Logos, Inc.
                                  GEORGIA LOGOS, L.L.C., formerly known as
                                    Georgia Logos, Inc.
                                  VIRGINIA LOGOS, LLC, successor to
                                    Virginia Logos, Inc.
                                  MAINE LOGOS, L.L.C.
                                  WASHINGTON LOGOS, L.L.C.

                                  By: Interstate Logos, L.L.C.
                                  Its: Managing Member
                                  By: Lamar Media Corp., Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ---------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                  INTERSTATE LOGOS, L.L.C., successor to
                                    Interstate Logos, Inc.
                                  THE LAMAR COMPANY, L.L.C., successor to
                                    Lamar Advertising of Alabama, Inc., Lamar
                                    Advertising of Ashland, Inc., Lamar
                                    Advertising of Greenville, Inc., Lamar
                                    Advertising of Jackson, Inc., Lamar
                                    Advertising of Joplin, Inc., Lamar
                                    Advertising of Mobile, Inc., Lamar
                                    Advertising of Missouri, Inc., Lamar
                                    Advertising of South Georgia, Inc., Lamar
                                    Advertising of South Mississippi, Inc.,
                                    Lamar Robinson, Inc., South Dakota
                                    Advertising, Inc., The Lamar Corporation,
                                    Lamar Bellows Outdoor Advertising, Inc.,
                                    Lamar Hardy Outdoor Advertising, Inc., Able
                                    Outdoor, Inc., Lamar KYO, Inc., Lamar
                                    Advertising of

                                 Amendment No. 4

                                      -5-

                                    Macon, L.L.C., Outdoor West, Inc. of
                                    Tennessee and Outdoor West, Inc. of Georgia

                                  By: Lamar Media Corp.,
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                  LAMAR ADVERTISING OF PENN, LLC, successor to
                                    Lamar Advertising of Penn, Inc.
                                  LAMAR ADVERTISING OF LOUISIANA, L.L.C.
                                  LAMAR TENNESSEE, L.L.C., successor to
                                    Lamar Advertising of Roland, Inc.
                                  LAMAR AIR, L.L.C.
                                  LC BILLBOARD, L.L.C.

                                  By: The Lamar Company, L.L.C.
                                  Its: Managing Member
                                  By: Lamar Media Corp.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                  LAMAR TEXAS LIMITED PARTNERSHIP, successor to
                                    Lamar Advertising of Huntington-Bridgeport,
                                    Inc., Lamar Advertising of West Virginia,
                                    Inc., and Lamar Ember, Inc.

                                  By: Lamar Texas General Partner, Inc.
                                  Its: General Partner

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                Amendment No. 4

                                      -6-

                                  TLC PROPERTIES, L.L.C.
                                  By: TLC Properties, Inc.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                  OUTDOOR PROMOTIONS WEST, LLC
                                  TRANSIT AMERICA LAS VEGAS, L.L.C.
                                  LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC,
                                    successor to Triumph Outdoor Louisiana, LLC
                                  TRIUMPH OUTDOOR RHODE ISLAND, LLC

                                  By: Triumph Outdoor Holdings, LLC
                                  Its: Managing Member
                                  By: Lamar Central Outdoor, Inc.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                  LAMAR ADVANTAGE GP COMPANY, LLC
                                  LAMAR ADVANTAGE LP COMPANY, LLC, successor to
                                    Lamar Wright Poster Corp.
                                  TRIUMPH OUTDOOR HOLDINGS, LLC

                                  By: Lamar Central Outdoor, Inc.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                Amendment No. 4

                                      -7-

                                  LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

                                  By: Lamar Advantage GP Company, LLC
                                  Its: General Partner
                                  By: Lamar Central Outdoor, Inc.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

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

                                  By: Lamar Advertising of Youngstown, Inc.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                  TEXAS LOGOS, L.P., formerly known as Texas
                                    Logos, Inc.

                                  By: Oklahoma Logos, L.L.C.
                                  Its: General Partner
                                  By: Interstate Logos, L.L.C.
                                  Its: Managing Member
                                  By: Lamar Media Corp.
                                  Its: Managing Member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                Amendment No. 4

                                      -8-

                                  OUTDOOR MARKETING SYSTEMS, L.L.C.

                                  By: Outdoor Marketing Systems, Inc.
                                  Its: Managing member

                                  By: /s/ KEITH A. ISTRE
                                      ----------------------------------------
                                      Keith A. Istre
                                      Vice President - Finance and
                                      Chief Financial Officer

                                Amendment No. 4

                                      -9-

                                  ADMINISTRATIVE AGENT

                                  JPMORGAN CHASE BANK (formerly
                                    known as The Chase Manhattan Bank),
                                    as Administrative Agent

                                  By: /s/ JOAN FITZGIBBON
                                      ----------------------------------------
                                      Title: Managing Director

                                 Amendment No. 4

                                                                    EXHIBIT 99.1

                            LAMAR ADVERTISING COMPANY

                                LAMAR MEDIA CORP.

                   CERTIFICATION OF PERIODIC FINANCIAL REPORT

                       PURSUANT TO 18 U.S.C. SECTION 1350

         Each of the undersigned officers of Lamar Advertising Company ("Lamar")
and Lamar Media Corp. ("Media") certifies, to his knowledge and solely for the
purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the combined Quarterly Report on Form 10-Q of
Lamar and Media for the quarter ended September 30, 2002 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that information contained in that combined Form 10-Q fairly presents, in
all material respects, the financial condition and results of operations of
Lamar and Media.

Dated: November 12, 2002       By: /s/ Kevin P. Reilly, Jr.
                                   -----------------------
                                   Kevin P. Reilly, Jr.
                                   Chief Executive Officer, Lamar Advertising
                                   Company
                                   Chief Executive Officer, Lamar Media Corp.

Dated: November 12, 2002       By: /s/ Keith A. Istre
                                   ------------------
                                   Keith A. Istre
                                   Chief Financial Officer, Lamar Advertising
                                   Company
                                   Chief Financial Officer, Lamar Media Corp.