1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended December 31, 2000

[ ] 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                        (I.R.S. Employer
      incorporation or 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

                     SECURITIES OF LAMAR ADVERTISING COMPANY
                REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                         Name of each Exchange
Title of Each Class:                                      On Which Registered:
- -------------------                                      ----------------------
       None                                                         N/A

                     SECURITIES OF LAMAR ADVERTISING COMPANY
                REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Class A common stock, $.001 par value

                         SECURITIES OF LAMAR MEDIA CORP.
                REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                           Name of each Exchange
Title of Each Class:                                        On Which Registered:
- -------------------                                        ---------------------
9 5/8% Senior Subordinated Notes due 2006                New York Stock Exchange

                         SECURITIES OF LAMAR MEDIA CORP.
                REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of Lamar
Advertising Company as of March 1, 2001: $3,171,384,180

The number of shares of Lamar Advertising Company's Class A common stock
outstanding as of March 1, 2001: 80,869,993

The number of shares of the Lamar Advertising Company's Class B common stock
outstanding as of March 1, 2001: 17,000,000

This combined Form 10-K 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 I(1) (a) and (b) of Form 10-K and is, therefore, filing this form
with the reduced disclosure format permitted by such instruction.

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On July 20, 1999, Lamar Advertising Company completed a corporate reorganization
to create a new holding company structure. The reorganization was accomplished
through a merger under section 251(g) of the Delaware General Corporation Law.
At the effective time of the merger, all stockholders of Lamar Advertising
Company became stockholders in a new holding company and Lamar Advertising
Company became a wholly-owned subsidiary of the new holding company. The new
holding company took the Lamar Advertising Company name and the old Lamar
Advertising Company was renamed Lamar Media Corp. In the merger, all outstanding
shares of old Lamar Advertising Company's capital stock were converted into
shares of the new holding company with the same voting powers, designations,
preferences and rights, and the same qualifications, restrictions and
limitations, as the shares of old Lamar Advertising Company. Following the
restructuring, the Class A common stock of the new holding company trades under
the symbol "LAMR" on the Nasdaq National Market with the same CUSIP number as
the old Lamar Advertising Company's Class A common stock.

In this annual report, "Lamar," the "Company," "we," "us" and "our" refer to
Lamar Advertising Company and its consolidated subsidiaries with respect to
periods following the reorganization and to old Lamar Advertising Company with
respect to periods prior to the reorganization, except where we make it clear
that we are only referring to Lamar Media Corp. or a particular subsidiary.

In addition, "Lamar Media" and "Media" refer to Lamar Media Corp. and its
consolidated subsidiaries with respect to periods following the reorganization
and to old Lamar Advertising Company with respect to periods prior to the
reorganization, except where we make it clear that we are only referring to
Lamar Media Corp. or a particular subsidiary.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Lamar Advertising Company's proxy statement for the Annual Meeting
of Stockholders to be held on May 24, 2001 are incorporated by reference into
Part III of this Form 10-K.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This combined Annual Report on Form 10-K 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 about the Company's, and Lamar Media's:

         o        expected operating results;

         o        market opportunities;

         o        acquisition opportunities;

         o        ability to compete; and

         o        stock price.

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: (1)
risks and uncertainties relating to the Company's significant indebtedness; (2)
the need for additional funds; (3) the integration of companies that the Company
acquires and the Company's ability to recognize cost savings or operating
efficiencies as a result of such acquisitions; (4) the continued popularity of
outdoor advertising

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as an advertising medium; (5) the regulation of the outdoor advertising industry
and (6) the risks and uncertainties described below under the caption "Factors
Affecting Future Operating Results" under Item 7 - Management's Discussion and
Analysis of Financial Condition and Results of Operations. The forward-looking
statements contained in this Annual Report on Form 10-K speak only as of the
date of this Annual Report. Lamar Advertising Company and Lamar Media expressly
disclaim any obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained in this Annual Report to reflect any
change in their expectations with regard thereto or any change in events,
conditions or circumstances on which any forward-looking statement is based.

                                     PART I

ITEM 1. BUSINESS

GENERAL

Lamar is one of the largest and most experienced owners and operators of outdoor
advertising structures in the United States. The Company conducts a business
that has operated under the Lamar name since 1902. As of December 31, 2000, the
Company operated approximately 131,000 outdoor advertising displays in 43
states. The Company also operates the largest logo sign business in the United
States. Logo signs are signs located near highway exits which deliver brand name
information on available gas, food, lodging and camping services. As of December
31, 2000, the Company maintained over 90,500 logo sign displays in 20 states and
the province of Ontario, Canada. The Company also operates transit advertising
displays on bus shelters, bus benches and buses in several markets.

BUSINESS STRATEGY

OUTDOOR ADVERTISING

The Company's overall business strategy is to be the leading provider of outdoor
advertising in the markets it serves. This strategy includes the following
elements:

OPERATING STRATEGY:

HIGH QUALITY LOCAL SALES AND SERVICE. Local advertising constituted
approximately 73% of the Company's net revenues in 2000, which management
believes is higher than the industry average. The Company attempts to identify
and closely monitor the needs of its customers and seeks to provide them with
quality advertising products at a lower cost than competitive media.

At December 31, 2000, the Company's 707-person sales force was supported by 137
full-service offices. Each salesperson is compensated under a performance-based
compensation system and supervised by a sales manager executing a coordinated
marketing plan. Art departments assist local customers in the development and
production of creative, effective advertisements.

CENTRALIZED CONTROL/DECENTRALIZED MANAGEMENT. Management believes that in 137 of
the 150 markets in which the Company operated at December 31, 2000, the Company
is the only outdoor advertising company offering a full complement of outdoor
advertising services coupled with local production facilities, management and
account executives. Local offices operate in defined geographic areas and
function essentially as independent business units, consistent with senior
management's philosophy that a decentralized organization is more responsive to
particular local market demands.

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The Company maintains centralized accounting and financial control over its
local operations, but local managers are responsible for the day-to-day
operations in each local market and are compensated according to that market's
financial performance. Each local manager reports to one of nine regional
managers who in turn report to the Company's Chief Executive Officer.

GROWTH STRATEGY:

INTERNAL GROWTH. Within its existing markets, the Company enhances revenue and
cash flow growth by employing highly targeted local marketing efforts to improve
display occupancy rates and by increasing advertising rates. This strategy is
facilitated through its local sales and service offices, which allow management
to respond quickly to the demands of its local customer base. In addition, the
Company routinely invests in upgrading its existing structures and constructing
new display faces in order to provide quality service to its current customers
and to attract new advertisers.

ACQUISITIONS. Aggressive internal growth is enhanced by focused strategic
acquisitions, resulting in increased operating efficiencies, greater geographic
diversification and increased market penetration. The Company has completed over
320 acquisitions of outdoor advertising businesses since 1983. In addition to
acquiring positions in new markets, the Company purchases smaller outdoor
advertising properties within existing or contiguous markets. Acquisitions offer
opportunities for inter-market cross-selling and the opportunity to centralize
and combine accounting and administrative functions, thereby achieving economies
of scale. In addition, the Company leverages its reputation for high quality
local sales and service by taking advantage of opportunities to acquire
high-profile bulletin displays that may become available in larger markets.
Although the acquisition market is becoming more competitive, the Company
believes that there will be future opportunities for implementing the Company's
acquisition strategy given the industry's fragmentation and current
consolidation trends.

During 2000, the Company increased the number of outdoor advertising displays it
operates by approximately 12% by acquiring outdoor advertising assets, including
the completion of over 100 strategic acquisitions of outdoor advertising
businesses as well as isolated purchases of outdoor advertising displays.
Certain of the Company's principal acquisitions since January 1, 2000 are
described below:

AZTEC GROUP, INC.

On January 14, 2000, the Company purchased all of the outstanding common stock
of Aztec Group, Inc. for a purchase price of approximately $34.5 million. The
purchase price consisted of approximately $5.3 million cash and the issuance of
481,481 shares of Lamar Advertising Company Class A common stock valued at
approximately $29.2 million.

OUTDOOR WEST, INC.

Effective May 1, 2000, the Company purchased all of the outstanding common stock
of Outdoor West, Inc. for a total cash purchase price of approximately $39.3
million.

ADVANTAGE OUTDOOR COMPANY, INC.

On May 24, 2000, the Company purchased all of the outstanding common stock of
Advantage Outdoor Company, Inc. for a cash purchase price of approximately $76.8
million and the issuance of 2,300,000 shares of Lamar Advertising Company's
Class A common stock valued at approximately $92.8 million.

TYLER MEDIA GROUP, INC.

On July 1, 2000, the Company purchased the stock of Tyler Media Group, Inc. for
a purchase price of approximately $31.0 million. The purchase price consisted of
approximately $4.5 million cash and the issuance of 611,764 shares of Lamar
Advertising Company Class A common stock valued at approximately $26.5 million.

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ROOT OUTDOOR ADVERTISING, INC.

On July 21, 2000, the Company purchased the assets of Root Outdoor Advertising,
Inc. for a total cash purchase price of approximately $41.1 million.

LOGO SIGNS

The Company entered the business of logo sign advertising in 1988. The Company
is now the largest provider of logo sign services in the United States,
operating 21 of the 26 privatized state logo sign contracts. The Company also
operates the tourism signage contracts in seven states and the province of
Ontario, Canada.

The Company plans to pursue additional logo sign contracts, through both new
contract awards and, possibly, the acquisition of other logo sign operators.
Logo sign opportunities arise periodically, both from states initiating new logo
sign programs and states converting from government owned and operated programs
to privately owned and operated programs. Furthermore, the Company plans to
pursue additional tourism signage programs in Canada and is seeking to expand
into other state-authorized signage programs, such as those involving
directional signs providing tourist information.

TRANSIT AND OTHER

The Company entered into the transit advertising business through the operation
of displays on bus shelters, benches and buses in 31 of its outdoor advertising
markets, two markets in South Carolina, two markets in Utah, one market in
California, one market in Florida and one in Colorado. The Company plans to
continue pursuing transit advertising opportunities that arise in its primary
markets and to expand into other markets.

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MARKETS

As of December 31, 2000, the Company's 150 primary outdoor advertising markets
were:

                                                                
Birmingham, Alabama                Shreveport, Louisiana              Jackson, Tennessee
Gadsden, Alabama                   Slidell, Louisiana                 Johnson City, Tennessee
Huntsville, Alabama                Detroit, Michigan                  Knoxville, Tennessee
Mobile, Alabama                    Escanaba, Michigan                 Murfreesboro, Tennessee
Montgomery, Alabama                Muskegon, Michigan                 Nashville, Tennessee
Shoals, Alabama                    Port Huron, Michigan               Abilene, Texas
Tuscaloosa, Alabama                Saginaw, Michigan                  Amarillo, Texas
Phoenix, Arizona                   Traverse City, Michigan            Austin, Texas
Yuma, Arizona                      Duluth, Minnesota                  Beaumont, Texas
Little Rock, Arkansas              St. Cloud, Minnesota               Brownsville, Texas
Bakersfield, California            Columbus, Mississippi              College Station, Texas
Lancaster, California              Corinth, Mississippi               Corpus Christi, Texas
Sacramento, California             Greenville, Mississippi            Dallas, Texas
San Bernardino, California         Gulfport, Mississippi              Houston, Texas
Colorado Springs, Colorado         Hattiesburg, Mississippi           Laredo, Texas
Denver, Colorado                   Jackson, Mississippi               Lubbock, Texas
Bridgeport, Connecticut            Meridian, Mississippi              Midland, Texas
Hartford, Connecticut              Bonne Terre, Missouri              San Angelo, Texas
Daytona Beach, Florida             Hannibal, Missouri                 Sherman, Texas
Fort Myers, Florida                Joplin, Missouri                   Temple, Texas
Fort Walton, Florida               Kansas City, Missouri              Texarkana, Texas
Lakeland, Florida                  Osage Beach, Missouri              Tyler, Texas
Ocala, Florida                     Springfield, Missouri              Wichita Falls, Texas
Panama City, Florida               Billings, Montana                  Victoria, Texas
Pensacola, Florida                 Lincoln, Nebraska                  Richmond, Virginia
Tallahassee, Florida               Omaha, Nebraska                    Roanoke, Virginia
Albany, Georgia                    Las Vegas, Nevada                  Spokane, Washington
Anderson, Georgia                  Laughlin/Bullhead, Nevada          Tacoma, Washington
Athens, Georgia                    Albany, New York                   Bluefield, West Virginia
Atlanta, Georgia                   Buffalo, New York                  Bridgeport, West Virginia
Augusta, Georgia                   Rochester, New York                Huntington, West Virginia
Brunswick, Georgia                 Syracuse, New York                 Wheeling, West Virginia
Macon, Georgia                     Asheville, North Carolina          Eau Claire, Wisconsin
Rome, Georgia                      Elizabethtown, N. Carolina         Janesville, Wisconsin
Savannah, Georgia                  Rocky Mount, North Carolina        Milwaukee, Wisconsin
Valdosta, Georgia                  Cincinnati, Ohio                   Casper, Wyoming
Boise, Idaho                       Columbus, Ohio
Decatur, Illinois                  Dayton, Ohio
Evansville, Indiana                Elyria, Ohio
Gary, Indiana                      Toledo, Ohio
Terre Haute, Indiana               Youngstown, Ohio
Cedar Rapids, Iowa                 Oklahoma City, Oklahoma
Davenport/Quad Cities, Iowa        Allentown, Pennsylvania
Dubuque, Iowa                      Altoona, Pennsylvania
Waterloo, Iowa                     Erie, Pennsylvania
Topeka, Kansas                     Harrisburg, Pennsylvania
Lexington, Kentucky                Pittsburgh, Pennsylvania
Louisville, Kentucky               Reading, Pennsylvania
Paducah, Kentucky                  Scranton, Pennsylvania
Alexandria, Louisiana              Williamsport, Pennsylvania
Baton Rouge, Louisiana             York, Pennsylvania
Hammond, Louisiana                 Providence, Rhode Island
Houma, Louisiana                   Anderson, South Carolina
Lafayette, Louisiana               Columbia, South Carolina
Lake Charles, Louisiana            Rapid City, South Dakota
Monroe, Louisiana                  Clarksville, Tennessee
New Orleans, Louisiana             Cookeville, Tennessee

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As of December 31, 2000, the Company operated logo sign contracts in the
following states:

                                                   
         Colorado        Kentucky       Nebraska            Oklahoma
         Delaware        Michigan       Nevada              South Carolina
         Florida         Minnesota      New Jersey          Texas
         Georgia         Mississippi    New Mexico          Utah
         Kansas          Missouri       Ohio                Virginia
                                                            Ontario

COMPANY OPERATIONS

OUTDOOR ADVERTISING

INVENTORY:

The Company operates the following types of outdoor advertising displays:

BULLETINS generally are 14 feet high and 48 feet wide (672 square feet) and
consist of panels on which advertising copy is displayed. The advertising copy
is either hand painted onto the panels at the Company's facilities in accordance
with design specifications supplied by the advertiser and attached to the
outdoor advertising structure, or printed with computer-generated graphics on a
single sheet of vinyl that is wrapped around the structure. On occasion, to
attract more attention, some of the panels may extend beyond the linear edges of
the display face and may include three-dimensional embellishments. Because of
their greater impact and higher cost, bulletins are usually located on major
highways.

STANDARDIZED POSTERS generally are 12 feet high by 25 feet wide (300 square
feet) and are the most common type of billboard. Advertising copy for these
posters consists of lithographed or silk-screened paper sheets supplied by the
advertiser that are pasted and applied like wallpaper to the face of the
display, or single sheets of vinyl with computer-generated advertising copy that
are wrapped around the structure. Standardized posters are concentrated on major
traffic arteries.

JUNIOR POSTERS usually are 6 feet high by 12 feet wide (72 square feet).
Displays are prepared and mounted in the same manner as standardized posters,
except that vinyl sheets are not typically used on junior posters. Most junior
posters, because of their smaller size, are concentrated on city streets and
target pedestrian traffic.

For the year ended December 31, 2000, approximately 70% of the Company's outdoor
advertising net revenues were derived from bulletin sales and 30% from poster
sales. The Company regularly donates unoccupied display space for use by
charitable and civic organizations.

The physical structures are owned by the Company and are built on locations the
Company either owns or leases. In each local office one employee typically
performs site leasing activities for the markets served by that office. See Item
2. -- "Properties."

Bulletin space is generally sold as individually selected displays for the
duration of the advertising contract. Bulletins may also be sold as part of a
rotary plan where advertising copy is periodically rotated from one location to
another within a particular market. Poster space is generally sold in packages
called "showings," which comprise a given number of displays in a market area.
Posters provide advertisers with access either to a specified percentage of the
general population or to a specific targeted audience. Displays making up a
showing are placed in well-traveled areas and are distributed so as to reach a
wide audience in a particular market. Bulletin space is generally sold for 12
month periods. Poster space averages between 30 and 90 days.

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PRODUCTION:

The Company's local production staffs in 137 of its markets perform the full
range of activities required to create and install outdoor advertising.
Production work includes creating the advertising copy design and layout,
painting the design or coordinating its printing and installing the designs on
displays. The Company provides its production services to local advertisers and
to advertisers that are not represented by advertising agencies, since national
advertisers represented by advertising agencies often use preprinted designs
that require only installation. The Company's creative and production personnel
typically develop new designs or adopt copy from other media for use on
billboards. The Company's artists also often assist in the development of
marketing presentations, demonstrations and strategies to attract new
advertisers.

With the increased use of vinyl and pre-printed advertising copy furnished to
the outdoor advertising company by the advertiser or its agency, outdoor
advertising companies require less labor-intensive production work. In addition,
increased use of vinyl and preprinted copy is also attracting more customers to
the outdoor advertising medium. The Company believes that this trend over time
will reduce operating expenses associated with production activities.

CATEGORIES OF BUSINESS:

The following table sets forth the top ten categories of business from which the
Company derived its outdoor advertising revenues for 2000 and the respective
percentages of such revenue. These business categories accounted for
approximately 74% of the Company's total outdoor advertising net revenues in the
year ended December 31, 2000. No one advertiser accounted for more than 3.0% of
the Company's total outdoor advertising net revenues in that period.

                                                PERCENTAGE NET ADVERTISING
           CATEGORIES                                    REVENUES
                                                         
Restaurants                                                 12%

Retailers                                                   10%

Automotive                                                  10%

Hotels and Motels                                            9%

Miscellaneous                                                8%

Service                                                      7%

Hospitals and medical care                                   5%

Gambling                                                     5%

Amusement - entertainment and sport                          4%

Media                                                        4%

                                                          ----

Total                                                       74%
                                                          ====

LOGO SIGNS

The Company is the largest provider of logo sign services in the United States
and operates over 3,700 logo sign structures containing over 90,500 logo
advertising displays. The Company has been awarded contracts to erect and
operate logo signs in the states of Colorado, Delaware, Florida, Georgia,
Michigan, Minnesota, Mississippi, Nebraska, New Jersey, New Mexico, Ohio,
Oklahoma, South Carolina, Texas, Utah and Virginia, and the province of Ontario,
Canada, and through a 66.7% owned partnership in the state of Missouri. In
addition, the Company has acquired the logo sign contracts in Kansas, Kentucky,
and Nevada. The Company also operates the tourism signing contracts for the
states of Colorado, Kentucky, Michigan, Nebraska, New Jersey and Ohio as well as
for the province of Ontario, Canada.

State logo sign contracts represent the contract right to erect and operate logo
signs within a state. The term of the contracts vary, but generally range from
ten to twenty years, including renewal terms. The logo sign contracts generally
provide for

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termination by the state prior to the end of the term of the contract, in most
cases with compensation to be paid to the Company. Typically, at the end of the
term of the contract, ownership of the structures is transferred to the state
without compensation to the Company. Of the Company's logo sign contracts, one
is due to terminate in September 2001 and one is subject to renewal over the
next year in January, 2002. The Company also designs and produces logo sign
plates for customers throughout the country, including for use in states which
have not yet privatized their logo sign programs.

EMPLOYEES

The Company employed approximately 2,700 persons at December 31, 2000. Of these,
approximately 100 were engaged in overall management and general administration
at the Company's management headquarters and the remainder were employed in the
Company's operating offices. Of these, approximately 700 were direct sales and
marketing personnel.

The Company has 13 local offices covered by collective bargaining agreements,
consisting of painters, billposters and construction personnel. The Company
believes that its relations with its employees, including its 139 unionized
employees, are good, and the Company has never experienced a strike or other
labor dispute.

COMPETITION

OUTDOOR ADVERTISING

The Company competes in each of its markets with other outdoor advertisers as
well as other media, including broadcast and cable television, radio, print
media and direct mail marketers. In addition, the Company also competes with a
wide variety of out-of-home media, including advertising in shopping centers,
malls, airports, stadiums, movie theaters and supermarkets, as well as on taxis,
trains and buses. Advertisers compare relative costs of available media and
cost-per-thousand impressions, particularly when delivering a message to
customers with distinct demographic characteristics. In competing with other
media, outdoor advertising relies on its relative cost efficiency and its
ability to reach a broad segment of the population in a specific market or to
target a particular geographic area or population with a particular set of
demographic characteristics within that market.

The outdoor advertising industry is fragmented, consisting of several large
outdoor advertising and media companies with operations in multiple markets as
well as smaller and local companies operating a limited number of structures in
single or a few local markets. Although some consolidation has occurred over the
past few years, according to the Outdoor Advertising Association of America
("OAAA") as of December 31, 2000 there were approximately 1,082 companies in the
outdoor advertising industry operating approximately 600,000 outdoor displays.
In several of its markets, the Company encounters direct competition from other
major outdoor media companies, including Infinity Broadcasting Corp. (formerly
Outdoor Systems, Inc.) and Clear Channel Communications, Inc. (formerly Eller
Media) both of which may have greater total resources than the Company. The
Company believes that its strong emphasis on sales and customer service and its
position as a major provider of advertising services in each of its primary
markets enables it to compete effectively with the other outdoor advertising
companies, as well as other media, within those markets.

LOGO SIGNS

The Company faces competition in obtaining new logo sign contracts and in
bidding for renewals of expiring contracts. The Company faces competition from
three other national providers of logo signs in seeking state-awarded logo
service contracts. In addition, local companies within each of the states that
solicit bids will compete against the Company in the open-bid process.
Competition from these sources is also encountered at the end of each contract
period.

In marketing logo signs to advertisers, the Company competes with the other
forms of out-of-home advertising described above.

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REGULATION

Outdoor advertising is subject to governmental regulation at the federal, state
and local levels. Federal law, principally the Highway Beautification Act of
1965 (the "HBA") regulates outdoor advertising on federally aided primary and
interstate highways. The HBA requires, as a condition to federal highway
assistance, states to restrict billboards on such highways to commercial and
industrial areas, and requires certain additional size, spacing and other
limitations. All states have passed state billboard control statutes and
regulations at least as restrictive as the federal requirements, including
removal at the owner's expense and without compensation of any illegal signs on
such highways. The Company believes that the number of its billboards that may
be subject to removal as illegal is immaterial. No state in which the Company
operates has banned billboards, but some have adopted standards more restrictive
than the federal requirements. Municipal and county governments generally also
have sign controls as part of their zoning laws. Some local governments prohibit
construction of new billboards and some allow new construction only to replace
existing structures, although most allow construction of billboards subject to
restrictions on zones, size, spacing and height.

Federal law does not require removal of existing lawful billboards, but does
require payment of compensation if a state or political subdivision compels the
removal of a lawful billboard along a federally aided primary or interstate
highway. State governments have purchased and removed legal billboards for
beautification in the past, using federal funding for transportation enhancement
programs, and may do so in the future. Governmental authorities from time to
time use the power of eminent domain to remove billboards. Thus far, the Company
has been able to obtain satisfactory compensation for any of its billboards
purchased or removed as a result of governmental action, although there is no
assurance that this will continue to be the case in the future. Local
governments do not generally purchase billboards for beautification, but some
have attempted to force removal of legal but nonconforming billboards
(billboards which conformed with applicable zoning regulations when built but
which do not conform to current zoning regulations) after a period of years
under a concept called "amortization," by which the governmental body asserts
that just compensation is earned by continued operation over time. Although
there is some question as to the legality of amortization under federal and many
state laws, amortization has been upheld in some instances. The Company
generally has been successful in negotiating settlements with municipalities for
billboards required to be removed. Restrictive regulations also limit the
Company's ability to rebuild or replace nonconforming billboards. The outdoor
advertising industry is heavily regulated and at various times and in various
markets can be expected to be subject to varying degrees of regulatory pressure
affecting the operation of advertising displays. Accordingly, although the
Company's experience to date is that the regulatory environment can be managed,
no assurance can be given that existing or future laws or regulations will not
materially and adversely affect the Company.

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ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT

NAME                                    AGE          TITLE
- ----                                    ---          -----
                                               
Kevin P. Reilly, Jr.                    46           Chairman, President and Chief Executive Officer

Keith A. Istre                          48           Chief Financial Officer and Treasurer

Sean E. Reilly                          39           Director of Mergers and  Acquisitions and
                                                     President of the Real Estate Division

Each officer's term of office extends until the meeting of the Board of
Directors following the next annual meeting of stockholders and until a
successor is elected and qualified or until his or her earlier resignation or
removal.

Kevin P. Reilly, Jr. has served as the Company's President and Chief Executive
Officer since February 1989 and as a director of the Company since February
1984. Mr. Reilly served as President of the Company's Outdoor Division from 1984
to 1989. Mr. Reilly, an employee of the Company since 1978, has also served as
Assistant and General Manager of the Company's Baton Rouge Region and Vice
President and General Manager of the Louisiana region. Mr. Reilly received a
B.A. from Harvard University in 1977.

Keith A. Istre has been Chief Financial Officer of the Company since February
1989 and a director of the Company since February 1991. Mr. Istre joined the
Company as Controller in 1978. Prior to joining the Company, Mr. Istre was
employed by a public accounting firm in Baton Rouge from 1975 to 1978. Mr. Istre
graduated from the University of Southwestern Louisiana in 1974 with a B.S. in
Accounting.

Sean E. Reilly is Director of Mergers and Acquisitions and President of the
Company's real estate division, TLC Properties, Inc. He began working with the
Company as Vice President of Mergers and Acquisitions in 1987 and served in that
capacity until 1994. He served as a director of the Company from 1989 to 1996.
Mr. Reilly was the Chief Executive Officer of Wireless One, Inc., a wireless
cable television company, from 1994 to 1997. Mr. Reilly received a B.A. from
Harvard University in 1984 and a J.D. from Harvard Law School in 1989.

ITEM 2. PROPERTIES

The Company's 53,500 square foot management headquarters is located in Baton
Rouge, Louisiana. The Company occupies approximately 86% of the space in this
facility and leases the remaining space. The Company owns 84 local operating
facilities with front office administration and sales office space connected to
back-shop poster and bulletin production space. In addition, the Company leases
an additional 128 operating facilities at an aggregate lease expense for 2000 of
approximately $3.7 million.

The Company owns approximately 2,500 parcels of property beneath outdoor
structures. As of December 31, 2000, the Company had approximately 70,000 active
outdoor site leases accounting for a total annual lease expense of approximately
$101.9 million. This amount represented 15% of total outdoor advertising net
revenues for that period, which is consistent with the Company's historical
lease expense experience. The Company's leases are for varying terms ranging
from month-to-month to in some cases a term of over ten years, and many provide
the Company with renewal options. There is no significant concentration of
displays under any one lease or subject to negotiation with any one landlord.
The Company believes that an important part of its management activity is to
manage its lease portfolio and negotiate suitable lease renewals and extensions.

                                      -11-
   12

ITEM 3. LEGAL PROCEEDINGS

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

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

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

                                      -12-
   13

                                     PART II

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

Since August 2, 1996, the Company's Class A common stock has traded on the
over-the-counter market and prices have been quoted on the Nasdaq National
Market under the symbol "LAMR." Prior to August 2, 1996, the day on which the
Class A common stock was first publicly traded, there was no public market for
the Class A common stock. On December 31, 1997, the Company declared a 3-for-2
stock split of shares of Class A common stock, which was paid in the form of a
50% stock dividend on February 27, 1998. All share and per share amounts
included herein have been restated to reflect this split. As of March 9, 2001,
the Class A common stock was held by 215 shareholders of record. The Company
believes, however, that the actual number of beneficial holders of the Class A
common stock may be substantially greater than the stated number of holders of
record because a substantial portion of the Class A common stock is held in
"street name."

The following table sets forth, for the periods indicated, the high and low bid
prices for the Class A common stock as reported on the Nasdaq National Market.

                                                                                           HIGH             LOW
                                                                                           ----             ---
                                                                                                    
         Fiscal year ended December 31, 1999:
                  First Quarter                                                           $41.63          $32.25
                  Second Quarter                                                           43.00           27.75
                  Third Quarter                                                            50.69           35.25
                  Fourth Quarter                                                           64.50           44.63

         Fiscal year ended December 31, 2000:
                  First Quarter                                                           $70.25          $40.13
                  Second Quarter                                                           50.38           36.50
                  Third Quarter                                                            50.75           37.63
                  Fourth Quarter                                                           49.00           36.00

The Company's Class B common stock is not publicly traded and is held of record
by one entity.

The Company does not anticipate paying dividends on either class of its common
stock in the foreseeable future. The Company's Series AA preferred stock is
entitled to preferential dividends, in an annual aggregate amount of $364,903,
before any dividends may be paid on the common stock. In addition, the Company's
bank credit facilities and other indebtedness have terms restricting the payment
of dividends. Any future determination as to the payment of dividends will be
subject to such limitations, will be at the discretion of the Company's Board of
Directors and will depend on the Company's results of operations, financial
condition, capital requirements and other factors deemed relevant by the Board
of Directors.

ITEM 6. SELECTED FINANCIAL DATA

LAMAR ADVERTISING COMPANY

The selected consolidated statement of operations and balance sheet data
presented below are derived from the audited consolidated financial statements
of the Company. Effective January 1, 1997, the Company changed its fiscal year
from a twelve-month period ending October 31 to a twelve-month period ending
December 31. The year end change was made to conform to the predominant fiscal
year end for companies within the outdoor advertising industry. The results of
operations for the two-month transition period ended December 31, 1996 are
presented in the audited consolidated financial statements as filed previously
on Form 10-K filed on March 30, 1998. The data presented below should be read in
conjunction with the audited consolidated financial statements, related notes
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included herein.

                                      -13-
   14

STATEMENT OF OPERATIONS DATA:

                                                                             FOR THE YEARS ENDED
                (DOLLARS IN THOUSANDS)
                                                                        DECEMBER 31,                             OCTOBER 31,
                                                ------------------------------------------------------------    ------------
                                                    2000            1999            1998            1997            1996
                                                ------------    ------------    ------------    ------------    ------------
                                                                                                 
Net revenues                                    $    687,319    $    444,135    $    288,588    $    201,062    $    120,602

Operating expenses:

 Direct advertising expenses                         217,465         143,090          92,849          63,390          41,184
 General & administrative expenses                   138,072          94,372          60,935          45,368          29,466
 Depreciation & amortization                         318,096         177,138          88,791          48,317          16,712
                                                ------------    ------------    ------------    ------------    ------------
    Total operating expenses                         673,633         414,600         242,575         157,075          87,362
                                                ------------    ------------    ------------    ------------    ------------

Operating income                                      13,686          29,535          46,013          43,987          33,240
                                                ------------    ------------    ------------    ------------    ------------

Other expense (income):
 Interest income                                      (1,715)         (1,421)           (762)         (1,723)           (240)
 Interest expense                                    147,607          89,619          60,008          38,230          15,441
 Loss (gain) on disposition of assets                   (986)         (5,481)         (1,152)            (15)             91
                                                ------------    ------------    ------------    ------------    ------------
   Total other expense                               144,906          82,717          58,094          36,492          15,292
                                                ------------    ------------    ------------    ------------    ------------
Earnings (loss) before income taxes,
 extraordinary item and cumulative effect
 of an accounting change                            (131,220)        (53,182)        (12,081)          7,495          17,948
Income tax expense (benefit)                         (37,115)         (9,596)           (191)          4,654           7,099
                                                ------------    ------------    ------------    ------------    ------------

Earnings (loss) before extraordinary item
 and cumulative effect of an accounting change       (94,105)        (43,586)        (11,890)          2,841          10,849
Extraordinary loss on debt extinguishment                 --            (182)             --              --              --
                                                ------------    ------------    ------------    ------------    ------------
Earnings (loss) before cumulative effect
 of an accounting change                             (94,105)        (43,768)        (11,890)          2,841          10,849
Cumulative effect of an accounting change                 --            (767)             --              --              --
                                                ------------    ------------    ------------    ------------    ------------
Net earnings (loss)                                  (94,105)        (44,535)        (11,890)          2,841          10,849
Preferred stock dividends                               (365)           (365)           (365)           (365)           (365)
                                                ------------    ------------    ------------    ------------    ------------

Net earnings (loss)applicable to common stock   $    (94,470)   $    (44,900)   $    (12,255)   $      2,476    $     10,484
                                                ============    ============    ============    ============    ============
Earnings (loss) per common share - basic
  and diluted:
Earnings (loss) before extraordinary item
  and accounting change(1)                      $      (1.04)   $       (.64)   $      (0.24)   $       0.05    $       0.25
Extraordinary loss on debt extinguishment(1)              --              --              --              --              --
Cumulative effect of a change in accounting
  principle(1)                                  $         --    $       (.01)   $         --    $         --    $         --
                                                ------------    ------------    ------------    ------------    ------------
Net earnings (loss)(1)                          $      (1.04)   $       (.65)   $      (0.24)   $       0.05    $       0.25
                                                ============    ============    ============    ============    ============

Other Data:
EBITDA(2)                                       $    331,782    $    206,673         134,804          92,304          49,952
EBITDA margin                                             48%             47%             47%             46%             41%

Cash flows from operating activities(3)         $    177,601    $    110,551    $     72,498    $     45,783    $     32,493
Cash flows from investing activities(3)         $   (435,595)   $   (950,650)   $   (535,217)   $   (370,228)   $    (48,124)
Cash flows from financing activities(3)         $    321,933    $    719,903    $    584,070    $    250,684    $     18,175

BALANCE SHEET DATA(4):

Cash & cash equivalents                         $     72,340    $      8,401    $    128,597    $      7,246    $      8,430
Working capital                                       67,455          40,787          94,221          18,662           1,540
Total assets                                       3,637,773       3,206,945       1,413,377         651,336         173,189
Total debt (including current maturities)          1,738,280       1,615,781         876,532         539,200         131,955
Total long-term obligations                        1,819,857       1,730,710         857,760         551,865         130,211
Stockholders' equity                               1,689,455       1,391,529         466,779          68,713          19,041

(1)      After giving effect to the three-for-two split of the Company's Class A
         and Class B common stock effected in February 1998.

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

(3)      Cash flows from operating, investing, and financing activities are
         obtained from the Company's consolidated statements of cash flows
         prepared in accordance with generally accepted accounting principles.

(4)      As of the end of the period.

                                      -14-
   15

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

LAMAR ADVERTISING COMPANY

The following is a discussion of the consolidated financial condition and
results of operations of the Company for the years ended December 31, 2000, 1999
and 1998. This discussion should be read in conjunction with the consolidated
financial statements of the Company and the related notes.

OVERVIEW

The Company's net revenues, which represent gross revenues less commissions paid
to advertising agencies that contract for the use of advertising displays on
behalf of advertisers, are derived primarily from the sale of advertising on
outdoor advertising displays owned and operated by the Company. In recent years,
the Company's logo sign business has expanded rapidly and may in the future have
an increasing impact on the Company's revenues and operating income.

The Company has grown significantly during the last three years, primarily as
the result of (i) internal growth in its existing outdoor advertising business
resulting from construction of additional outdoor advertising displays,
operating efficiency and increases in advertising rates, (ii) acquisitions of
outdoor advertising businesses and structures, and (iii) the rapid expansion of
the Company's logo sign business. The Company's net advertising revenues
increased by $398.7 million from $288.6 million for the fiscal year ended
December 31, 1998 to $687.3 million for the fiscal year ended December 31, 2000,
representing a compound annual growth rate of approximately 54%. During the same
period, EBITDA increased $197.0 million from $134.8 million for the fiscal year
ended December 31, 1998 to $331.8 million for the fiscal year ended December 31,
2000, representing a compound annual growth rate of approximately 57%.

The Company plans to continue a strategy of expanding through both internal
growth and acquisitions. As a result of acquisitions, the operating performance
of individual markets and of the Company as a whole are not necessarily
comparable on a year-to-year basis. All recent acquisitions have been accounted
for using the purchase method of accounting and, consequently, operating results
from acquired operations are included from the respective dates of those
acquisitions.

Since December 31, 1999, the Company has increased the number of outdoor
advertising displays it operates by approximately 12% by completing 103
strategic acquisitions of outdoor advertising and transit assets for an
aggregate purchase price of approximately $536 million which included the
issuance of 4,238,416 shares of Class A common stock valued at approximately
$186 million. The Company has financed its recent acquisitions and intends to
finance its acquisition activity from available cash, borrowings under its new
bank credit agreement and the issuance of Class A common stock. See "Liquidity
and Capital Resources" below.

The Company relies on sales of advertising space for its revenues, and its
operating results are therefore affected by general economic conditions, as well
as trends in the advertising industry.

Growth of the Company's business requires expenditures for maintenance and
capitalized costs associated with new billboard displays and new logo sign
contracts. Capitalized expenditures were $55.2 million in fiscal 1998, $77.2
million in fiscal 1999 and $78.3 million in fiscal 2000. Of these amounts,$10.6
million, $11.3 million and $10.6 million, respectively, were attributable to the
logo sign business. See "Liquidity and Capital Resources."

                                      -15-
   16

The following table presents certain items in the Consolidated Statements of
Operations as a percentage of net revenues for the years ended December 31,
2000, 1999 and 1998:

                                            YEAR ENDED DECEMBER 31,
                                       --------------------------------
                                         2000        1999        1998
                                       --------    --------    --------
                                                      
   Net revenues                           100.0%      100.0%      100.0%
   Operating expenses:
    Direct advertising expenses            31.6        32.2        32.2
    General & administrative expenses      20.1        21.2        21.1
   EBITDA(1)                               48.3        46.5        46.7
   Depreciation and amortization           46.3        39.8        30.8
   Operating income                         2.0         6.7        15.9
   Interest expense                        21.5        20.2        20.8
   Other expense                           21.1        18.6        20.1
   Net loss                               (13.7)      (10.0)       (4.1)

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

                                      -16-
   17

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Total revenues increased $243.2 million or 54.8% to $687.3 million for the year
ended December 31, 2000 from $444.1 million for the same period in 1999. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $234.7 million or 56.9%, which was attributable to the Company's
acquisitions during 2000 and 1999 and internal growth within the Company's
previously existing markets, and (ii) a $4.6 million increase in logo sign
revenue, which represents a 16.5% increase over the prior year. The increase in
logo sign revenue was due to the completion of development of the new logo sign
contracts awarded in 2000 and 1999 and the continued expansion of the Company's
existing logo sign contracts.

Operating expenses, exclusive of depreciation and amortization, increased $118.0
million or 49.7% to $355.5 million for the year ended December 31, 2000 from
$237.5 million for the same period in 1999. This increase was the result of (i)
an increase in personnel costs, sign site rent and other costs related to the
increase in revenue and (ii) additional operating expenses related to the
Company's recent acquisitions and the continued development of the logo sign
business.

Depreciation and amortization expense increased $141.0 million or 79.6% from
$177.1 million for the year ended December 31, 1999 to $318.1 million for the
year ended December 31, 2000 as a result of an increase in capital assets
resulting from the Company's recent acquisition activity.

Due to the above factors, operating income decreased $15.8 million or 53.6% from
$29.5 million for the year ended December 31, 1999 to $13.7 million for the year
ended December 31, 2000.

Interest expense increased $58.0 million from $89.6 million for the year ended
December 31, 1999 to $147.6 million for the year ended December 31, 2000 as a
result of an entire year of interest expense related to the Company's 5 1/4%
Convertible Notes due 2006 issued in August 1999, greater amounts outstanding
under the bank credit agreement to finance recent acquisitions and an increase
in interest rates during the period.

The decrease in operating income and the increase in interest expense described
above resulted in a $78.0 million increase in loss before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.

The increase in loss before income taxes, resulted in an increase in the income
tax benefit of $27.5 million for the year ended December 31, 2000 over the same
period in 1999.

As a result of the foregoing factors, the Company recognized a net loss for the
year ended December 31, 2000 of $94.1 million, as compared to a net loss of
$44.5 million for the same period in 1999.

                                      -17-
   18

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

Total revenues increased $155.5 million or 53.9% to $444.1 million for the year
ended December 31, 1999 from $288.6 million for the same period in 1998. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $150.5 million or 57.5%, which was attributable to the Company's
acquisitions during 1999 and 1998 and internal growth within the Company's
previously existing markets, and (ii) a $4.0 million increase in logo sign
revenue, which represents a 16.6% increase over the prior year. The increase in
logo sign revenue was due to the completion of development of the new logo sign
contracts awarded in 1999 and 1998 and the continued expansion of the Company's
existing logo sign contracts.

Operating expenses, exclusive of depreciation and amortization, increased $83.7
million or 54.4% to $237.5 million for the year ended December 31, 1999 from
$153.8 million for the same period in 1998. This increase was the result of (i)
an increase in personnel costs, sign site rent and other costs related to the
increase in revenue and (ii) additional operating expenses related to the
Company's recent acquisitions and the continued development of the logo sign
business.

Depreciation and amortization expense increased $88.3 million or 99.4% from
$88.8 million for the year ended December 31, 1998 to $177.1 million for the
year ended December 31, 1999 as a result of an increase in capital assets
resulting from the Company's recent acquisition activity.

Due to the above factors, operating income decreased $16.5 million or 35.8% from
$46.0 million for the year ended December 31, 1998 to $29.5 million for the year
ended December 31, 1999.

Interest income increased $.7 million as a result of an increase in excess cash
investments made during the period. Interest expense increased $29.6 million
from $60.0 million for the year ended December 31, 1998 to $89.6 million for the
year ended December 31, 1999 as a result of interest expense on the Company's 5
1/4% Convertible Notes due 2006 and greater amounts outstanding under its new
bank credit agreement to finance recent acquisitions.

The decrease in operating income and the increase in interest expense described
above resulted in a $41.1 million decrease in earnings before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.

The decrease in earnings before income taxes, resulted in an increase in the
income tax benefit of $9.4 million for the year ended December 31, 1999 over the
same period in 1998.

An extraordinary loss on debt extinguishment of $.2 million net of income tax
benefit of $.1 million, was incurred during the year ended December 31, 1999, as
a result of the extinguishment of a portion of the Company's 9 1/4% Senior
Subordinated Notes due 2007 in connection with a change of control tender offer
in July, 1999.

Due to the adoption of SOP 98-5 "Reporting on the Costs of Start-Up Activities"
which requires costs of start-up activities and organization costs to be
expensed as incurred, the Company recognized an expense of $.8 million as a
cumulative effect of a change in accounting principle. This expense is a one
time adjustment to recognize start-up activities and organization costs that
were capitalized in prior periods.

As a result of the foregoing factors, the Company recognized a net loss for the
year ended December 31, 1999 of $44.5 million, as compared to a net loss of
$11.9 million for the same period in 1998.

                                      -18-
   19

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its working capital requirements with
cash from operations, offerings of its Class A common stock and debt securities
and borrowings under its bank credit facilities. The Company's acquisitions have
been financed primarily with funds borrowed under its bank credit facilities and
issuance of its Class A common stock.

The Company's net cash provided by operating activities increased to $177.6
million in fiscal 2000 due primarily to an increase in noncash items of $123.2
million, which includes an increase in depreciation and amortization of $141.0
million offset by a increase in deferred tax benefit of $23.4 million and an
decrease in gain on disposition of assets of $4.5 million. There was also a
decrease in net earnings of $49.6 million, a decrease in receivables of $5.9
million, an increase in prepaid expenses of $2.2 million, a decrease in other
assets of $4.7 million, a decrease in trade accounts payable of $5.0 million, a
decrease in accrued expenses of $16.4 million, and an increase in deferred
income of $6.2 million. Net cash used in investing activities decreased $515.1
million from $950.7 million in fiscal 1999 to $435.6 million in fiscal 2000.
This increase was due to a $521.0 million decrease in purchase of outdoor
advertising assets offset by a $1.1 million increase in capital expenditures and
a decrease in proceeds from the sale of property and equipment of $4.8 million.
Net cash provided by financing activities decreased $398.0 million in fiscal
2000 due to a $279.6 million decrease in proceeds from issuance of long-term
debt and a $402.0 million decrease in principal borrowings under credit
agreements, offset by a $197.7 million increase in proceeds from issuance of
common stock, a $74.3 million decrease in principal payments of long-term debt
and a $11.6 million decrease in debt issuance costs.

During the year ended December 31, 2000, the Company financed its acquisition
activity of approximately $536.4 million with borrowings under the Company's
bank credit facility and the issuance of approximately 4.2 million shares of
common stock. At December 31, 2000, following these acquisitions, the Company
had $350 million available under the revolving bank credit facility.

In June 2000, Lamar Media Corp finalized an incremental loan agreement with its
lenders in which Media received commitments for $250 million of the previously
uncommitted $400 million incremental facility. The proceeds of this facility
were used to pay down the revolving bank credit facility.

In November 2000, the Company completed a public offering of 4.5 million shares
of Class A Common Stock at $45.00 per share. Net proceeds to the Company after
underwriting discounts from the equity offering were $198.6 million. These
proceeds were used to pay down the revolving bank credit facility and finance
acquisitions in early 2001.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2000, the FASB issued SFAS No. 138, "Accounting for Derivative
Instruments and Hedging Activities - an amendment of FASB No. 133", which
established accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
assets or liabilities in the statement of financial position and measures those
instruments at fair value. On January 1, 2001, the Company adopted SFAS No. 133.
The Company's adoption of SFAS No. 133 will not have any affect on the financial
position or results of operation in 2001.

                                      -19-
   20

LAMAR MEDIA CORP.

On July 20, 1999, Lamar Advertising Company completed a corporate reorganization
to create a new holding company structure. The reorganization was accomplished
through a merger under section 251(g) of the Delaware General Corporation Law.
At the effective time of the merger, all stockholders of Lamar Advertising
Company became stockholders in a new holding company and Lamar Advertising
Company became a wholly-owned subsidiary of the new holding company. The new
holding company took the Lamar Advertising Company name and the old Lamar
Advertising Company was renamed Lamar Media Corp. In the merger, all outstanding
shares of old Lamar Advertising Company's capital stock were converted into
shares of the new holding company with the same voting powers, designations,
preferences and rights, and the same qualifications, restrictions and
limitations, as the shares of old Lamar Advertising Company.

The following is a discussion of the consolidated financial condition and
results of operations of Lamar Media for the years ended December 31, 2000 and
1999. This discussion should be read in conjunction with the consolidated
financial statements of Lamar Media and the related notes.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Total revenues increased $243.2 million or 54.8% to $687.3 million for the year
ended December 31, 2000 from $444.1 million for the same period in 1999. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $234.7 million or 56.9%, which was attributable to Lamar Media's
acquisitions during 2000 and 1999 and internal growth within Lamar Media's
previously existing markets, and (ii) a $4.6 million increase in logo sign
revenue, which represents a 16.5% increase over the prior year. The increase in
logo sign revenue was due to the completion of development of the new logo sign
contracts awarded in 2000 and 1999 and the continued expansion of Lamar Media's
existing logo sign contracts.

Operating expenses, exclusive of depreciation and amortization, increased $117.4
million or 49.5% to $354.8 million for the year ended December 31, 2000 from
$237.4 million for the same period in 1999. This increase was the result of (i)
an increase in personnel costs, sign site rent and other costs related to the
increase in revenue and (ii) additional operating expenses related to Lamar
Media's recent acquisitions and the continued development of the logo sign
business.

Depreciation and amortization expense increased $139.3 million or 79.0% from
$176.2 million for the year ended December 31, 1999 to $315.5 million for the
year ended December 31, 2000 as a result of an increase in capital assets
resulting from Lamar Media's recent acquisition activity.

Due to the above factors, operating income decreased $13.4 million or 44.0% from
$30.5 million for the year ended December 31, 1999 to $17.1 million for the year
ended December 31, 2000.

Interest expense increased $58.0 million from $89.6 million for the year ended
December 31, 1999 to $147.6 million for the year ended December 31, 2000 as a
result of interest expense on Lamar Media's obligation to Lamar Advertising
Company and greater amounts outstanding under the new bank credit agreement to
finance recent acquisitions.

The decrease in operating income and the increase in interest expense described
above resulted in a $75.6 million increase in loss before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.

The increase in loss before income taxes, resulted in an increase in the income
tax benefit of $26.6 million for the year ended December 31, 2000 over the same
period in 1999.

                                      -20-
   21

As a result of the foregoing factors, Lamar Media recognized a net loss for the
year ended December 31, 2000 of $91.9 million, as compared to a net loss of
$43.9 million for the same period in 1999.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

Total revenues increased $155.5 million or 53.9% to $444.1 million for the year
ended December 31, 1999 from $288.6 million for the same period in 1998. This
increase was predominantly attributable to (i) an increase in billboard net
revenues of $150.5 million or 57.5%, which was attributable to Lamar Media's
acquisitions during 1999 and 1998 and internal growth within Lamar Media's
previously existing markets, and (ii) a $4.0 million increase in logo sign
revenue, which represents a 16.6% increase over the prior year. The increase in
logo sign revenue was due to the completion of development of the new logo sign
contracts awarded in 1999 and 1998 and the continued expansion of Lamar Media's
existing logo sign contracts.

Operating expenses, exclusive of depreciation and amortization, increased $83.6
million or 54.3% to $237.4 million for the year ended December 31, 1999 from
$153.8 million for the same period in 1998. This increase was the result of (i)
an increase in personnel costs, sign site rent and other costs related to the
increase in revenue and (ii) additional operating expenses related to Lamar
Media's recent acquisitions and the continued development of the logo sign
business.

Depreciation and amortization expense increased $87.4 million or 98.5% from
$88.8 million for the year ended December 31, 1998 to $176.2 million for the
year ended December 31, 1999 as a result of an increase in capital assets
resulting from Lamar Media's recent acquisition activity.

Due to the above factors, operating income decreased $15.5 million or 33.6% from
$46.0 million for the year ended December 31, 1998 to $30.5 million for the year
ended December 31, 1999.

Interest income increased $.7 million as a result of an increase in excess cash
investments made during the period. Interest expense increased $29.6 million
from $60.0 million for the year ended December 31, 1998 to $89.6 million for the
year ended December 31, 1999 as a result of interest expense on Lamar Media's
obligation to Lamar Advertising Company and greater amounts outstanding under
its new bank credit agreement to finance recent acquisitions.

The decrease in operating income and the increase in interest expense described
above resulted in a $40.1 million decrease in earnings before income taxes,
extraordinary item and cumulative effect of a change in accounting principle.

The decrease in earnings before income taxes, resulted in an increase in the
income tax benefit of $9.0 million for the year ended December 31, 1999 over the
same period in 1998.

An extraordinary loss on debt extinguishment of $.2 million net of income tax
benefit of $.1 million, was incurred during the year ended December 31, 1999, as
a result of the extinguishment of a portion of Lamar Media's 9 1/4% Senior
Subordinated Notes due 2007 in connection with a change of control tender offer
in July, 1999.

Due to the adoption of SOP 98-5 "Reporting on the Costs of Start-Up Activities"
which requires costs of start-up activities and organization costs to be
expensed as incurred, Lamar Media recognized an expense of $.8 million as a
cumulative effect of a change in accounting principle. This expense is a one
time adjustment to recognize start-up activities and organization costs that
were capitalized in prior periods.

As a result of the foregoing factors, Lamar Media recognized a net loss for the
year ended December 31, 1999 of $43.9 million, as compared to a net loss of
$11.9 million for the same period in 1998.

                                      -21-
   22

FACTORS AFFECTING FUTURE OPERATING RESULTS

BECAUSE THE COMPANY HAS SIGNIFICANT FIXED PAYMENTS ON IT'S DEBT, IT MAY LACK
SUFFICIENT CASH FLOW TO OPERATE ITS BUSINESS AS IT HAS IN THE PAST AND MAY NEED
TO BORROW MONEY IN THE FUTURE TO MAKE THESE PAYMENTS AND OPERATE ITS BUSINESS.

The Company has borrowed substantial amounts of money in the past and may borrow
more money in the future. At December 31, 2000, Lamar Advertising Company had
approximately $287.5 million of convertible notes outstanding. At December 31,
2000, Lamar Media had approximately $1.5 billion of debt outstanding consisting
of approximately $900 million in bank debt, $528 million in various series of
senior subordinated notes and $30 million in various other short-term and
long-term debt.

A large part of the Company's cash flow from operations must be used to make
principal and interest payments on its debt. If the Company's operations make
less money in the future, it may need to borrow to make these payments. In
addition, the Company finances most of its acquisitions through borrowings under
Lamar Media's bank credit facility which has a total committed amount of $1.25
billion in term, incremental and revolving credit loans. As of December 31,
2000, the Company had approximately $350 million available to borrow under this
credit facility. Since its borrowing capacity under its credit facility is
limited, the Company may not be able to continue to finance future acquisitions
at its historical rate with borrowings under its credit facility. The Company
may need to borrow additional amounts or seek other sources of financing to fund
future acquisitions. The Company cannot guarantee that such additional financing
will be available on favorable terms. The Company may need the consent of the
banks under its credit facility, or the holders of other indebtedness, to borrow
additional money.

RESTRICTIONS IN THE COMPANY'S, AND ITS WHOLLY-OWNED, DIRECT SUBSIDIARY, LAMAR
MEDIA'S DEBT AGREEMENTS REDUCE OPERATING FLEXIBILITY AND CONTAIN COVENANTS AND
RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.

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

         o        dispose of assets;

         o        incur or repay debt;

         o        create liens;

         o        make investments; and

         o        pay dividends.

Lamar Media's ability to make distributions to Lamar Advertising is also
restricted under the terms of these agreements. Under Lamar Media's credit
facility the Company must maintain specified financial ratios and levels
including:

         o        interest coverage;

         o        fixed charges ratios;

         o        senior debt ratios; and

         o        total debt ratios.

If Lamar Advertising fails to comply with these tests, the lenders have the
right to cause all amounts outstanding under the credit facility to become
immediately due. If this were to occur, and the lenders decide to exercise their
right to accelerate the indebtedness, it would create serious financial problems
for the Company. The Company's ability to comply with these restrictions, and
any similar restrictions in future agreements, depends on its operating
performance. Because its performance is subject to prevailing economic,
financial and business conditions and other factors that are beyond the
Company's control, it may be unable to comply with these restrictions in the
future.

                                      -22-
   23

THE COMPANY'S BUSINESS COULD BE HURT BY CHANGES IN ECONOMIC AND
ADVERTISING TRENDS.

The Company sells advertising space to generate revenues. A decrease in demand
for advertising space could adversely affect the Company's business. General
economic conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on its displays could
result from:

         o        a general decline in economic conditions;

         o        a decline in economic conditions in particular markets where
                  the Company conducts business;

         o        a reallocation of advertising expenditures to other available
                  media by significant users of the Company's displays; or

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

THE COMPANY'S OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING.

The Company's operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.

The federal government conditions federal highway assistance on states imposing
location restrictions on the placement of billboards on primary and interstate
highways. Federal laws also impose size, spacing and other limitations on
billboards. Some states have adopted standards more restrictive than the federal
requirements. Local governments generally control billboards as part of their
zoning regulations. Some local governments have enacted ordinances which require
removal of billboards by a future date. Others prohibit the construction of new
billboards and the reconstruction of significantly damaged billboards, or allow
new construction only to replace existing structures.

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

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

                                      -23-
   24

THE COMPANY'S CONTINUED GROWTH BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND
INVOLVES COSTS AND UNCERTAINTIES.

The Company has substantially increased its inventory of advertising displays
through acquisitions. The Company's operating strategy involves making purchases
in markets where it currently competes as well as in new markets. However, the
following factors may affect the Company's ability to continue to pursue this
strategy effectively.

         o        The outdoor advertising market has been consolidating, and
                  this may adversely affect the Company's ability to find
                  suitable candidates for purchase.

         o        The Company is also likely to face increased competition from
                  other outdoor advertising companies for the companies or
                  assets it wishes to purchase. Increased competition may lead
                  to higher prices for outdoor advertising companies and assets
                  and decrease those it is able to purchase.

         o        The Company does not know if it will have sufficient capital
                  resources to make purchases, obtain any required consents from
                  the Company's lenders, or find acquisition opportunities with
                  acceptable terms.

         o        The Company must integrate newly acquired assets into its
                  existing operations. From January 1, 2000 to December 31,
                  2000, the Company completed approximately 100 transactions
                  involving the purchase of complementary outdoor advertising
                  assets. The process of integrating these acquisitions may
                  result in unforeseen difficulties and could require
                  significant time and attention from Lamar's management that
                  would otherwise be directed at developing its existing
                  business. Further, Lamar cannot be certain that the benefits
                  and cost savings that it anticipates from these purchases will
                  develop.

THE COMPANY FACES COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR
ADVERTISERS AND OTHER FORMS OF ADVERTISING THAT COULD HURT ITS PERFORMANCE.

The Company cannot be sure that in the future it will compete successfully
against the current and future forms of outdoor advertising and other media. The
competitive pressure that it faces could adversely affect its profitability or
financial performance. Although Lamar Advertising is the largest company
focusing exclusively on outdoor advertising, it faces competition from larger
companies with more diversified operations that also include radio and other
broadcast media. The Company also faces competition from other forms of media,
including television, radio, newspapers and direct mail advertising. It must
also compete with an increasing variety of other out-of-home advertising media
that include advertising displays in shopping centers, malls, airports,
stadiums, movie theaters and supermarkets, and on taxis, trains and buses.

In the Company's logo sign business, it currently faces competition for
state-awarded service contracts from two other logo sign providers as well as
local companies. Initially, the Company competed for state-awarded service
contracts as they are privatized. Because these contracts expire after a limited
time, the Company must compete to keep its existing contracts each time they are
up for renewal.

IF THE COMPANY'S CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING
LOSSES COULD HURT THE COMPANY'S BUSINESS.

Although the Company has developed contingency plans designed to deal with the
threat posed to advertising structures by hurricanes, it cannot guarantee that
these plans will work. If these plans fail, significant losses could result.

A significant portion of its structures is located in the Mid-Atlantic and Gulf
Coast regions of the United States. These areas are highly susceptible to
hurricanes during the late summer and early fall. In the past, the Company has
incurred significant

                                      -24-
   25

losses due to severe storms. These losses resulted from structural damage,
overtime compensation, loss of billboards that could not be replaced under
applicable laws and reduced occupancy because billboards were out of service.

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

THE COMPANY'S LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.

A portion of the Company's revenues and operating income come from its
state-awarded service contracts for logo signs. The Company cannot predict what
remaining states, if any, will start logo sign programs or convert state-run
logo sign programs to privately operated programs. The Company competes with
many other parties for new state-awarded service contracts for logo signs. Even
when it is awarded such a contract, the award may be challenged under state
contract bidding requirements. If an award is challenged, the Company may incur
delays and litigation costs.

Generally, state-awarded logo sign contracts have a term, including renewal
options, of ten to twenty years. States may terminate a contract early, but in
most cases must pay compensation to the logo sign provider for early
termination. Typically, at the end of the term of the contract, ownership of the
structures is transferred to the state without compensation to the logo sign
provider. Of the Company's 20 logo sign contracts in place at December 31, 2000,
one remains subject to renewal in September 2001, all other 2001 renewals have
currently been secured. There is no guarantee that the Company will be able to
obtain new logo sign contracts or renew its existing contracts. In addition,
after a new state-awarded logo contract is received, the Company generally
incurs significant start-up costs. The Company cannot guarantee that it will
continue to have access to the capital necessary to finance those costs.

THE COMPANY'S OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES.

The Company's success depends to a significant extent upon the continued
services of its executive officers and other key management and sales personnel.
Kevin P. Reilly, Jr., the Chief Executive Officer, the nine regional managers
and the manager of the logo sign business, in particular, are essential to the
Company's continued success. Although the Company has designed it's incentive
and compensation programs to retain key employees, the Company has no employment
contracts with any employees and none of the executive officers have signed
non-compete agreements. The Company does not maintain key man insurance on its
executives. If any of the Company's executive officers or other key management
and sales personnel stopped working with the Company in the future, it could
have an adverse effect on its business.

INFLATION

In the last three years, inflation has not had a significant impact on the
Company.

SEASONALITY

The Company's revenues and operating results have exhibited some degree of
seasonality in past periods. Typically, the Company experiences its strongest
financial performance in the summer and its lowest in the winter. The Company
expects this trend to continue in the future. Because a significant portion of
the Company's expenses is fixed, a reduction in revenues in any quarter is
likely to result in a period to period decline in operating performance and net
earnings.

                                      -25-
   26

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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
December 31, 2000, and should be read in conjunction with Note 8 of the Notes to
the Company's Consolidated Financial Statements.

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

At December 31, 2000, there was approximately $900 million of aggregate
indebtedness outstanding under the new bank credit agreement, or approximately
53.8% of the Company's outstanding long-term debt on that date, bearing interest
at variable rates. The aggregate interest expense for 2000 with respect to
borrowings under the new bank credit agreement was $81.8 million, and the
weighted average interest rate applicable to borrowings under these credit
facilities during 2000 was 8.6%. Assuming that the weighted average interest
rate was 200-basis points higher (that is 10.6% rather than 8.6%), then the
Company's 2000 interest expense would have been approximately $19.0 million
higher resulting in a $7.4 million decrease in the Company's 2000 net income and
after tax 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 new 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 8. FINANCIAL STATEMENTS (following on next page)

                                      -26-
   27

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                                                                                                                  
Independent Auditors' Report............................................................................................28

Consolidated Balance Sheets as of December 31, 2000 and 1999 ...........................................................29

Consolidated Statements of Operations for the years ended December 31,
      2000, 1999 and 1998.............................................................................................. 30

Consolidated Statements of Comprehensive Income for the years ended
     December 31, 2000, 1999 and 1998.................................................................................. 31

Consolidated Statements of Stockholders' Equity for the years ended
     December 31, 2000, 1999 and 1998.................................................................................. 32

Consolidated Statements of Cash Flows for the years ended December 31,
      2000, 1999 and 1998.............................................................................................. 33

Notes to Consolidated Financial Statements ..........................................................................34-54

                                      -27-
   28

                          Independent Auditors' Report

Board of Directors
Lamar Advertising Company:

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

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Lamar Advertising
Company and subsidiaries as of December 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 17 to the consolidated financial statements, the Company
changed its method of accounting for the costs of start-up activities in 1999.

                                       KPMG LLP

New Orleans, Louisiana
February 2, 2001

                                      -28-
   29

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                 (In thousands, except share and per share data)

                           December 31, 2000 and 1999

                                                                                     2000            1999
                                                                                 ------------    ------------
                                                                                           
ASSETS
Current assets:
  Cash and cash equivalents                                                      $     72,340    $      8,401
  Receivables, net                                                                     91,674          81,226
  Prepaid expenses                                                                     23,164          21,524
  Other current assets                                                                  8,738          14,342
                                                                                 ------------    ------------
          Total current assets                                                        195,916         125,493
                                                                                 ------------    ------------

Property, plant and equipment (note 4)                                              1,630,866       1,412,605
  Less accumulated depreciation and amortization                                     (335,991)       (218,893)
                                                                                 ------------    ------------
          Net property plant and equipment                                          1,294,875       1,193,712
                                                                                 ------------    ------------

Intangible assets (note 5)                                                          2,129,733       1,874,177
Other assets - non-current                                                             17,249          13,563
                                                                                 ------------    ------------
          Total assets                                                           $  3,637,773    $  3,206,945
                                                                                 ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Trade accounts payable                                                         $      9,918    $     11,492
  Current maturities of long-term debt (note 8)                                        66,814           4,318
  Accrued expenses (note 7)                                                            40,724          57,653
  Deferred income                                                                      11,005          11,243
                                                                                 ------------    ------------
          Total current liabilities                                                   128,461          84,706

Long-term debt (note 8)                                                             1,671,466       1,611,463
Deferred income taxes (note 9)                                                        140,452         112,412
Other liabilities                                                                       7,939           6,835
                                                                                 ------------    ------------
          Total liabilities                                                         1,948,318       1,815,416
                                                                                 ------------    ------------

Stockholders' equity (note 11):
  Series AA preferred stock, par value $.001, $63.80 cumulative dividends,
    authorized 5,720 shares; 5,719.49 shares issued and
    outstanding at 2000 and 1999                                                           --              --
  Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000
    shares authorized, 0 shares issued and
    outstanding at 2000 and 1999                                                           --              --
  Class A common stock, par value $.001, 175,000,000 shares authorized,
    80,101,793 and 70,576,251 shares issued and
    outstanding at 2000 and 1999, respectively                                             80              71
  Class B common stock, par value $.001, 37,500,000 shares authorized,
    17,000,000 and 17,449,997 shares issued and
    outstanding at 2000 and 1999, respectively                                             17              17
  Additional paid-in capital                                                        1,871,303       1,478,916
  Accumulated deficit                                                                (181,945)        (87,475)
                                                                                 ------------    ------------
          Stockholders' equity                                                      1,689,455       1,391,529
                                                                                 ------------    ------------

          Total liabilities and stockholders' equity                             $  3,637,773    $  3,206,945
                                                                                 ============    ============

See accompanying notes to consolidated financial statements.

                                      -29-
   30

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations
                 (In thousands, except share and per share data)

                  Years ended December 31, 2000, 1999 and 1998

                                                                        2000            1999            1998
                                                                    ------------    ------------    ------------
                                                                                           
Net revenues                                                        $    687,319    $    444,135    $    288,588
                                                                    ------------    ------------    ------------

Operating expenses:
  Direct advertising expenses                                            217,465         143,090          92,849
  General and administrative expenses                                    138,072          94,372          60,935
  Depreciation and amortization                                          318,096         177,138          88,791
                                                                    ------------    ------------    ------------
                                                                         673,633         414,600         242,575
                                                                    ------------    ------------    ------------
          Operating income                                                13,686          29,535          46,013
                                                                    ------------    ------------    ------------
Other expense (income):
  Interest income                                                         (1,715)         (1,421)           (762)
  Interest expense                                                       147,607          89,619          60,008
  Gain on disposition of assets                                             (986)         (5,481)         (1,152)
                                                                    ------------    ------------    ------------
                                                                         144,906          82,717          58,094
                                                                    ------------    ------------    ------------
 Loss before income taxes, extraordinary item and cumulative
    effect of a change in accounting principle                          (131,220)        (53,182)        (12,081)

  Income tax benefit (note 9)                                            (37,115)         (9,596)           (191)
                                                                    ------------    ------------    ------------

Loss before extraordinary item and cumulative effect of a
  a change in accounting principle                                       (94,105)        (43,586)        (11,890)

Extraordinary loss on debt extinguishment, net of
 income tax benefit of $117                                                   --            (182)             --
                                                                    ------------    ------------    ------------

Loss before cumulative effect of a change in accounting principle        (94,105)        (43,768)        (11,890)

Cumulative effect of a change in accounting principle                         --            (767)             --
                                                                    ------------    ------------    ------------
Net loss                                                                 (94,105)        (44,535)        (11,890)
Preferred stock dividends                                                   (365)           (365)           (365)
                                                                    ------------    ------------    ------------
Net loss applicable to common stock                                 $    (94,470)   $    (44,900)   $    (12,255)
                                                                    ============    ============    ============

Loss per common share - basic and diluted:

 Loss before extraordinary item and accounting change               $      (1.04)   $       (.64)   $       (.24)
 Extraordinary loss on debt extinguishment                                    --              --              --
 Cumulative effect of a change in accounting principle                        --            (.01)             --
                                                                    ------------    ------------    ------------
          Net loss                                                  $      (1.04)   $       (.65)   $       (.24)
                                                                    ============    ============    ============

Weighted average common shares outstanding                            91,164,884      69,115,764      51,361,522
Incremental common shares from dilutive stock options                         --              --              --
Incremental common shares from convertible debt                               --              --              --
                                                                    ------------    ------------    ------------
Weighted average common shares assuming dilution                      91,164,884      69,115,764      51,361,522
                                                                    ============    ============    ============

See accompanying notes to consolidated financial statements.

                                      -30-
   31

                          LAMAR ADVERTISING COMPANY AND
                                  SUBSIDIARIES

                 Consolidated Statements of Comprehensive Income
                                 (In thousands)

                  Years ended December 31, 2000, 1999 and 1998

                                                   2000            1999            1998
                                               ------------    ------------    ------------
                                                                      
Net loss applicable to common stock            $    (94,470)   $    (44,900)   $    (12,255)

Other comprehensive income -
   change in unrealized loss on investment
   securities (net of deferred tax benefit
   of $217 for the year December 31, 1998)               --              --             354
                                               ------------    ------------    ------------

Comprehensive loss                             $    (94,470)   $    (44,900)   $    (11,901)
                                               ============    ============    ============

See accompanying notes to consolidated financial statements.

                                      -31-
   32

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity
                 (In thousands, except share and per share data)

                  Years ended December 31, 2000, 1999 and 1998

                                   SERIES                                                             UNREALIZED
                                     AA      CLASS A    CLASS A  CLASS B   ADDITIONAL                 GAIN (LOSS)
                                 PREFERRED  PREFERRED    COMMON   COMMON    PAID-IN    ACCUMULATED   ON INVESTMENT
                                   STOCK      STOCK      STOCK    STOCK     CAPITAL      DEFICIT      SECURITIES        TOTAL
                                 ---------  ---------   -------  -------   ----------  -----------   -------------   ----------
                                                                                             
Balance, December 31, 1997              --      3,649        28       19       95,691      (30,320)           (354)      68,713

 Issuance of 13,338,005 shares
  of common stock                       --         --        13       --      399,288           --              --      399,301
 Exercise of stock options              --         --         1       --       10,665           --              --       10,666
 Conversion of 1,062,912
  shares of Class B common
  stock to Class A common stock         --         --         1       (1)          --           --              --           --
 Net loss                               --         --        --       --           --      (11,890)             --      (11,890)
 Dividends ($63.80 per
  preferred share)                      --         --        --       --           --         (365)             --         (365)
 Realized loss on investment
  securities, net of tax                --         --        --       --           --           --             354          354
                                 ---------  ---------   -------  -------   ----------  -----------   -------------   ----------

 Balance, December 31, 1998             --      3,649        43       18      505,644      (42,575)             --      466,779

 Issuance of 26,407,650 shares
  of common stock in
  acquisitions                          --         --        26       --      954,946           --              --      954,972
 Exercise of stock options              --         --         1       --       14,677           --              --       14,678
 Conversion of 250,000 shares
  of Class B common stock to
  Class A common stock                  --         --         1       (1)          --           --              --           --
 Conversion of Class A
  preferred stock into Series
  AA preferred stock                    --     (3,649)       --       --        3,649           --              --           --
 Net loss                               --         --        --       --           --      (44,535)             --      (44,535)
 Dividends ($63.80 per
  preferred share)                      --         --        --       --           --         (365)             --         (365)
                                 ---------  ---------   -------  -------   ----------  -----------   -------------   ----------

Balance, December 31, 1999       $      --         --        71       17    1,478,916      (87,475)             --    1,391,529

 Issuance of 4,238,416 shares
  of common stock in
  acquisitions                          --         --         4       --      185,599           --              --      185,603
 Exercise of stock options              --         --        --       --        7,471           --              --        7,471
Conversion of 449,997 shares
  of Class B common stock to
  Class A common stock                  --         --        --       --           --           --              --           --
 Issuance of 37,510 shares of
  common stock through employee
  stock purchase plan                   --         --        --       --        1,261           --              --        1,261
Issuance of 4,500,000 shares of
  common stock for cash                 --         --         5       --      198,056           --              --      198,061
 Net loss                               --         --        --       --           --      (94,105)             --      (94,105)
 Dividends ($63.80 per
  preferred share)                      --         --        --       --           --         (365)             --         (365)
                                 ---------  ---------   -------  -------   ----------  -----------   -------------   ----------

Balance, December 31, 2000       $      --         --        80       17    1,871,303     (181,945)             --    1,689,455
                                 =========  =========   =======  =======   ==========  ===========   =============   ==========

See accompanying notes to consolidated financial statements.

                                      -32-
   33

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                 (In thousands)

                  Years ended December 31, 2000, 1999 and 1998

                                                       2000         1999         1998
                                                    ----------   ----------   ----------
                                                                     
Cash flows from operating activities:
  Net loss                                          $  (94,105)     (44,535)     (11,890)
  Adjustments to reconcile net loss
   to net cash provided by operating activities:
   Depreciation and amortization                       318,096      177,138       88,791
   Gain on disposition of assets                          (986)      (5,481)      (1,152)
   Cumulative effect of accounting change                   --          767           --
   Deferred tax benefit                                (36,974)     (13,579)      (7,537)
   Provision for doubtful accounts                       5,991        4,065        2,883
  Changes in operating assets and liabilities:
   (Increase) decrease in:
     Receivables                                       (13,232)     (19,091)      (2,464)
     Prepaid expenses                                   (1,371)         782         (521)
     Other assets                                          349       (4,337)      (2,148)
   Increase (decrease) in:
     Trade accounts payable                             (1,574)       3,438          250
     Accrued expenses                                    2,175       18,597        4,326
     Deferred income                                      (964)      (7,184)       2,132
     Other liabilities                                     196          (29)        (172)
                                                    ----------   ----------   ----------
        Net cash provided by operating activities      177,601      110,551       72,498
                                                    ----------   ----------   ----------

Cash flows from investing activities:
  Capital expenditures                                 (78,304)     (77,186)     (55,196)
  Purchase of new markets                             (360,118)    (881,067)    (485,514)
  Proceeds from sale of property and equipment           2,827        7,603        5,493
                                                    ----------   ----------   ----------
        Net cash used in investing activities         (435,595)    (950,650)    (535,217)
                                                    ----------   ----------   ----------

Cash flows from financing activities:
  Net proceeds from issuance of common stock           205,098        7,418      402,629
  Proceeds from issuance of long-term debt                  --      279,594           70
  Principal payments on long-term debt                  (5,330)     (79,667)      (6,229)
  Debt issuance costs                                   (1,470)     (13,077)      (3,035)
  Net borrowing (payments) under credit agreements     124,000      526,000      191,000
  Dividends                                               (365)        (365)        (365)
                                                    ----------   ----------   ----------
       Net cash provided by financing activities       321,933      719,903      584,070
                                                    ----------   ----------   ----------

       Net increase (decrease) in cash and
        cash equivalents                                63,939     (120,196)     121,351

  Cash and cash equivalents at beginning
   of period                                             8,401      128,597        7,246
                                                    ----------   ----------   ----------

  Cash and cash equivalents at end of period        $   72,340        8,401      128,597
                                                    ==========   ==========   ==========

Supplemental disclosures of cash flow information:
  Cash paid for interest                            $  147,875       83,837       56,960
                                                    ==========   ==========   ==========

  Cash paid for state and federal income taxes      $    1,936        6,919        1,107
                                                    ==========   ==========   ==========

See accompanying notes to consolidated financial statements.

                                      -33-
   34

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(1)      Significant Accounting Policies

         (a)      Nature of Business

                  Lamar Advertising Company (the "Company") is engaged in the
                  outdoor advertising business operating approximately 131,300
                  outdoor advertising displays in 43 states. The Company's
                  operating strategy is to be the leading provider of outdoor
                  advertising services the markets it serves.

                  In addition, the Company operates a logo sign business in 20
                  states throughout the United States and in 1 province of
                  Canada. Logo signs are erected pursuant to state-awarded
                  service contracts on public rights-of-way near highway exits
                  and deliver brand name information on available gas, food,
                  lodging and camping services. Included in the Company's logo
                  sign business are tourism signing contracts.

         (b)      Principles of Consolidation

                  The accompanying consolidated financial statements include
                  Lamar Advertising Company, its wholly-owned subsidiary, Lamar
                  Media Corp. ("Lamar Media"), and its majority-owned
                  subsidiaries. All intercompany transactions and balances have
                  been eliminated in consolidation.

         (c)      Property, Plant and Equipment

                  Property, plant and equipment are stated at cost. Depreciation
                  is calculated using accelerated and straight-line methods over
                  the estimated useful lives of the assets.

         (d)      Intangible Assets

                  Intangible assets, consisting primarily of goodwill, site
                  locations, customer lists and contracts, and non-competition
                  agreements are amortized using the straight-line method over
                  the assets estimated useful lives, generally from 5 to 15
                  years.

                  Debt issuance costs are deferred and amortized over the terms
                  of the related credit facilities using the interest method.

         (e)      Investment Securities

                  Investment securities at December 31, 1997 consisted of the
                  Company's investment in approximately 340,000 shares of common
                  stock of Wireless One, Inc., a publicly-held company in the
                  wireless cable business.

                  The Wireless One, Inc. shares were classified as
                  available-for-sale at December 31, 1997 and were carried at
                  fair value with the unrealized gain or loss, net of the
                  related tax effect, reported as a separate component of
                  stockholders' equity. These shares were sold in May, 1998,
                  resulting in a realized loss of $875.

                                                                     (Continued)

                                      -34-
   35

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

         (f)      Impairment of Long-Lived Assets and Long-Lived Assets to be
                  Disposed of

                  The Company accounts for long-lived assets in accordance with
                  the provisions of Statement of Financial Accounting Standards
                  (SFAS) No. 121, "Accounting for the Impairment of Long-Lived
                  Assets and Long-Lived Assets to be Disposed of." SFAS No. 121
                  requires that long-lived assets and certain identifiable
                  intangibles 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 such assets are considered to be
                  impaired, the impairment to be recognized is measured by the
                  amount by which the carrying amount of the assets exceeds the
                  fair value of the assets. Assets to be disposed of are
                  reported at the lower of the carrying amount or fair value
                  less costs to sell.

                  The Company assesses the recoverability of enterprise level
                  goodwill by determining whether the unamortized goodwill
                  balance can be recovered through undiscounted future results
                  of the Company's operations. The amount of enterprise-level
                  goodwill impairment, if any, is measured based on projected
                  discounted future results using a discount rate reflecting the
                  Company's average cost of funds.

         (g)      Deferred Income

                  Deferred income consists principally of advertising revenue
                  received in advance and gains resulting from the sale of
                  certain assets to related parties. Deferred advertising
                  revenue is recognized in income as services are provided over
                  the term of the contract. Deferred gains are recognized in
                  income in the consolidated financial statements at the time
                  the assets are sold to an unrelated party or otherwise
                  disposed of.

         (h)      Revenue Recognition

                  The Company recognizes revenue from outdoor and logo sign
                  advertising contracts, net of agency commissions, on an
                  accrual basis ratably over the term of the contracts, as
                  advertising services are provided.

         (i)      Income Taxes

                  The Company uses the asset and liability method of accounting
                  for income taxes. Under the asset and liability method,
                  deferred tax assets and liabilities are recognized for the
                  future tax consequences attributable to differences between
                  the financial statement carrying amounts of existing assets
                  and liabilities and their respective tax bases. Deferred tax
                  assets

                                                                     (Continued)

                                      -35-
   36

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

                  and liabilities are measured using tax rates expected to apply
                  to taxable income in the years in which those temporary
                  differences are expected to be recovered or settled. The
                  effect on deferred tax assets and liabilities of a change in
                  tax rates is recognized in income in the period that includes
                  the enactment date.

         (j)      Earnings Per Share

                  Earnings per share are computed in accordance with SFAS No.
                  128, "Earnings Per Share." The calculation of basic earnings
                  per share excludes any dilutive effect of stock options and
                  convertible debt, while diluted earnings 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
                  6,807,708, 3,017,724 and 505,558 for the twelve months ended
                  December 31, 2000, 1999 and 1998, respectively.

         (k)      Stock Option Plan

                  The Company accounts for its stock option plan in accordance
                  with the provisions of Accounting Principles Board ("APB")
                  Opinion No. 25, "Accounting for Stock Issued to Employees",
                  and related interpretations. As such, compensation expense is
                  recorded on the date of grant only if the current market price
                  of the underlying stock exceeds the exercise price. SFAS No.
                  123, "Accounting for Stock-Based Compensation", permits
                  entities to recognize as expense over the vesting period the
                  fair value of all stock-based awards on the date of grant.
                  Alternatively, SFAS No. 123 also allows entities to continue
                  to apply the provisions of APB Opinion No. 25 and provide pro
                  forma net income and pro forma earnings per share disclosures
                  for employee stock option grants made in 1995 and future years
                  as if the fair-value-based method defined in SFAS No. 123 has
                  been applied. The Company has elected to continue to apply the
                  provisions of APB Opinion No. 25 and provide the pro forma
                  disclosure provisions of SFAS No. 123.

         (l)      Cash and Cash Equivalents

                  The Company considers all highly-liquid investments with
                  original maturities of three months or less to be cash
                  equivalents.

         (m)      Reclassification of Prior Year Amounts

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

         (n)      Use of Estimates

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                                                                     (continued)

                                      -36-
   37

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(2)      Acquisitions

Year Ended December 31, 1998

On January 2, 1998, the Company purchased all the outdoor advertising assets of
Ragan Outdoor Advertising Company, Ragan Outdoor Advertising Company of Cedar
Rapids, and Ragan Outdoor Advertising Company of Rockford, L.L.C. for a cash
purchase price of $25,000.

On January 30, 1998, the Company acquired all of the outdoor advertising assets
of three related outdoor advertising companies (Pioneer Advertising Company,
Superior Outdoor Advertising Company and Overland Outdoor Advertising Company,
Inc.) located in Missouri and Arkansas for a cash purchase price of $19,200.

On April 30, 1998, the Company purchased all the outdoor advertising assets of
Northwest Outdoor Advertising, L.L.C. for a cash purchase price of approximately
$70,000. The acquired displays are located in the states of Washington, Montana,
Oregon, Idaho, Wyoming, Nebraska, Nevada and Utah.

On May 15, 1998, the Company purchased the assets of Odegard Outdoor
Advertising, L.L.C., for a cash purchase price of approximately $8,500. This
acquisition increases the Company's presence in the Kansas City, Missouri
market.

On May 29, 1998, the Company entered into an agreement to purchase from Rainier
Evergreen, Inc. or through its affiliates (i) all of the issued and outstanding
common stock of American Signs, Inc., (ii) the assets of the Sun Media division
and (iii) the assets of Sun Media of the Rockies, Inc. The asset purchases were
closed on that date; while the stock purchase was delayed due to lease transfer
issues involving the Bureau of Interior Affairs. The stock purchase was
completed in September, 1998. The total purchase price was $26,550.

On September 1, 1998, the Company entered into an agreement to purchase all of
the outdoor advertising assets of Nichols & Vann Advertising. The Company paid a
cash purchase price of $11,000 of which $6,100 is held on deposit as of December
31, 1998, and is included in other assets in the accompanying balance sheet at
December 31, 1998.

On October 1, 1998, the Company purchased all of the outstanding stock of OCI
for a purchase price of $385,000. The purchase price included approximately
$235,000 in cash, the assumption of OCI debt of approximately $105,000 and the
issuance of notes in the aggregate amount of $45,000 to certain principal
stockholders of OCI. Pursuant to this acquisition, the Company acquired
approximately 14,700 displays in 12 states. Funds for this acquisition were
provided from borrowings under the New Revolving Credit Facility and the Term
Facility.

During the year ended December 31, 1998, the Company completed 60 additional
acquisitions of outdoor advertising assets, none of which were individually
significant, for an aggregate cash purchase price of approximately $89 million
and issuance of 63,005 shares of Class A common stock valued at approximately
$2,400.

                                                                     (Continued)

                                      -37-
   38

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

Each of these acquisitions were 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 allocation of the acquisition costs in the above transactions.

                                                   Property
                                      Current       Plant &                      Other         Current       Long-term
                                       Assets      Equipment      Goodwill       Assets       Liabilities    Liabilities
                                    ------------  ------------  ------------  ------------   ------------   ------------
                                                                                          
Ragan Companies                     $        694         9,634        13,275         1,573           (176)            --
Pioneer and related companies                307        15,062           264         4,046           (479)            --
Northwest Outdoor Advertising, LLC         2,176        23,667        36,199         8,861           (697)          (273)
Odegard Outdoor Advertising, LLC             285         1,633         5,959         1,095           (272)          (300)
Rainier Evergreen, Inc.                      359         3,205        21,681         1,855           (550)           (50)
Nichols & Vann Advertising                    --           300         3,944         6,756             --             --
Outdoor Communications, Inc.               9,957        97,058       266,856        37,625        (54,112)      (121,296)
Other                                      1,036        33,227        46,756        16,415         (3,506)        (2,549)
                                    ------------  ------------  ------------  ------------   ------------   ------------

                                    $     14,814       183,786       394,934        78,226        (59,792)      (124,468)
                                    ============  ============  ============  ============   ============   ============

Year Ended December 31, 1999

On January 5, 1999, the Company purchased all of the outdoor advertising assets
of American Displays, Inc. for a cash purchase price of approximately $14,500.

On February 1, 1999, the Company purchased all of the outdoor advertising assets
of KJS, LLC for a cash purchase price of $40,500.

On April 1, 1999, the Company purchased all of the assets of Frank Hardie, Inc.
for a cash purchase price of approximately $20,300.

On June 1, 1999, the Company purchased the assets of Vivid, Inc. for a cash
purchase price of approximately $22,100.

On September 15, 1999, Lamar Media Corp. purchased the capital stock of
Chancellor Media Outdoor Corporation and Chancellor Media Whiteco Outdoor
Corporation, ("Chancellor Outdoor") for a combination of approximately $703,000
in cash and 26,227,273 shares of Class A common stock valued at approximately
$947,000. The stock purchase agreement also contains a post-closing adjustment
in the event that the net working capital of Chancellor Outdoor as shown on the
closing balance sheet is greater or less than $12,000. As of December 31, 1999,
the working capital adjustment to be paid by the Company is $15,750, and is
included in accrued expenses in the accompanying balance sheet.

                                                                     (Continued)

                                      -38-
   39

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

During the year ended December 31, 1999, the Company completed 72 additional
acquisitions of outdoor advertising and transit assets for an aggregate cash
purchase price of approximately $93,873 and the issuance of 180,377 shares of
Class A common stock valued at approximately $7,981.

Each of these acquisitions were 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
purchase price has 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 allocation of the purchase price in the above transactions.

                                        Property
                             Current     Plant &                        Other            Current          Long-term
                             Assets     Equipment     Goodwill        Intangibles      Liabilities       Liabilities
                             --------   --------   --------------   --------------    --------------    --------------
                                                                                      
         American Displays   $     87        899           10,532            3,277              (284)               --
         KJS, LLC                  20      9,468           30,543            4,489            (2,079)           (1,921)
         Frank Hardie             187      6,582           10,464            3,630              (525)               --
         Vivid, Inc.              357      9,706            8,526            4,085              (593)
         Chancellor            39,242    645,151          298,486          779,944            (6,014)         (106,102)
         Other                    310     22,411           74,976            8,678            (1,301)           (3,218)
                             --------   --------   --------------   --------------    --------------    --------------

                             $ 40,203    694,217          433,527          804,103           (10,796)         (111,241)
                             ========   ========   ==============   ==============    ==============    ==============

Year Ended December 31, 2000

On January 14, 2000, the Company purchased all of the outstanding common stock
of Aztec Group, Inc. for a purchase price of approximately $34,485. The purchase
price consisted of approximately $5,259 cash and the issuance of 481,481 shares
of Lamar Advertising Company Class A common stock valued at approximately
$29,226.

On March 31, 2000, the Company purchased the assets of an outdoor company in the
Company's Northeast Region for a cash purchase price of approximately $33,605.

Effective May 1, 2000, the Company purchased all of the outstanding common stock
of Outdoor West, Inc. for a total cash purchase price of approximately $39,287.

On May 24, 2000, the Company purchased all of the outstanding common stock of
Advantage Outdoor Company, Inc. for a cash purchase price of approximately
$76,764 and the issuance of 2,300,000 shares of Lamar's Class A common stock
valued at approximately $92,805.

On July 1, 2000, the Company purchased the stock of Tyler Media Group, Inc. for
a purchase price of approximately $30,937. The purchase price consisted of
approximately $4,478 cash and the issuance of 611,764 shares of Lamar
Advertising Company Class A common stock valued at approximately $26,459.

On July 21, 2000, the Company purchased the assets of Root Outdoor Advertising,
Inc. for a total cash purchase price of approximately $41,059.

                                                                     (continued)

                                      -39-
   40

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

During the year ended December 31, 2000, the Company completed 97 additional
acquisition of outdoor advertising assets for a total purchase price of
approximately $187,416. The purchase price included the issuance of 845,171
shares of Lamar Advertising Company Class A common stock valued at approximately
$37,113.

Each of these acquisitions were 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        Current      Long-term
                                 Assets      Equipment      Goodwill    Intangibles   Liabilities   Liabilities
                              ------------  ------------  ------------  ------------  ------------  ------------
                                                                                  
Aztec Group, Inc.             $        500         8,279        21,879        10,526           827         5,872
Northeast Region Acquisition           480         2,604        16,804        14,102           385            --
Outdoor West                         1,131         9,187        21,297        17,222           675         8,875
Advantage Outdoor                    3,256        65,534        78,846        58,442         4,456        32,053
Tyler Media Group, Inc.                378        16,241        12,876        11,123            --         9,681
Root Outdoor Adv. Inc.               1,632         9,098         8,266        23,092         1,029            --
Other                                2,497        56,583        81,303        61,110         1,550        12,527
                              ------------  ------------  ------------  ------------  ------------  ------------
                              $      9,874       167,526       241,271       195,617         8,922        69,008
                              ============  ============  ============  ============  ============  ============

The following unaudited pro forma financial information for the Company gives
effect to the 2000 and 1999 acquisitions as if they had occurred on January 1,
1999. These pro forma results do not purport to be indicative of the results of
operations which actually would have resulted had the acquisitions occurred on
such date or to project the Company's results of operations for any future
period.

                                                  2000        1999
                                               ----------  ----------
                                                        
Net revenues                                   $  711,206     650,766
                                               ==========  ==========

Loss before extraordinary item and cumulative
  effect of a change in accounting principle   $ (104,421)   (120,102)
                                               ==========  ==========

Net loss applicable to
  common stock                                 $ (104,786)   (121,416)
                                               ==========  ==========

Net loss per common share                      $    (1.13)      (1.33)
           (basic and diluted)                 ==========  ==========

                                                                     (Continued)

                                      -40-
   41

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(3)      Noncash Financing and Investing Activities

         A summary of significant noncash financing and investing activities for
         the years ended December 31, 2000, 1999 and 1998 follows:

                                                             2000        1999        1998
                                                          ----------  ----------  ----------
                                                                         
       Disposition of assets                              $       --       5,387          30
       Issuance of stock in acquisitions                     185,603     954,972       2,706
       Issuance of Series AA preferred stock in exchange
         for Class A preferred stock                              --       3,649          --
       Debt issuance costs                                        --       7,906          --

(4)      Property, Plant and Equipment

         Major categories of property, plant and equipment at December 31, 2000
         and 1999 are as follows:

                                                                   ESTIMATED LIFE
                                                                      (YEARS)           2000                1999
                                                                   --------------    -----------         -----------
                                                                                                
       Land                                                           --             $    56,608         $    48,024
       Building and improvements                                     10-39                47,679              42,292
       Advertising structures                                         15               1,464,794           1,240,020
       Automotive and other equipment                                 3-7                 61,785              82,269
                                                                                     -----------         -----------
                                                                                     $ 1,630,866         $ 1,412,605
                                                                                     ===========         ===========

(5)      Intangible Assets

         The following is a summary of intangible assets at December 31, 2000
         and 1999:

                                                                ESTIMATED LIFE
                                                                   (YEARS)             2000               1999
                                                                --------------      -----------        -----------
                                                                                              
       Debt issuance costs and fees                                 7-10            $   46,806         $   45,043
       Customer lists and contracts                                 7-10               329,867            286,301
       Non-compete agreements                                       3-15                53,807             50,277
       Goodwill                                                      15              1,276,623          1,033,287
       Site locations and other                                     5-15               779,355            630,585
                                                                                    ----------         ----------
                                                                                    $2,486,458         $2,045,493
                                                                                    ==========         ==========

       Cost                                                                          2,486,458          2,045,493
       Accumulated amortization                                                       (356,725)          (171,316)
                                                                                    ----------         ----------
                                                                                    $2,129,733         $1,874,177
                                                                                    ==========         ==========

                                                                     (Continued)

                                      -41-
   42

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(6)      Leases

         The Company is party to various operating leases for production
         facilities and sites upon which advertising structures are built. The
         leases expire at various dates, generally during the next five years,
         and have varying options to renew and to cancel. The following is a
         summary of minimum annual rental payments required under those
         operating leases that have original or remaining lease terms in excess
         of one year as of December 31:

                                         
                          2001              $ 98,304
                          2002                79,350
                          2003                71,455
                          2004                63,786
                          2005                53,335
                          Thereafter         316,542

         Rental expense related to the Company's operating leases were $105,661,
         $63,193 and $43,440 for the years ended December 31, 2000, 1999 and
         1998, respectively.

(7)      Accrued Expenses

         The following is a summary of accrued expenses at December 31, 2000 and
         1999:

                                                                                     2000              1999
                                                                                   --------          -------
                                                                                               
       Payroll                                                                     $ 10,939         $  7,406
       Interest                                                                      17,143           17,411
       Insurance benefits                                                             4,851            4,460
       Purchase price payable (note 2)                                                   --           15,750
       Other                                                                          7,791           12,626
                                                                                   --------         --------
                                                                                   $ 40,724         $ 57,653
                                                                                   ========         ========

(8)      Long-term Debt

         Long-term debt consists of the following at December 31, 2000 and 1999:

                                                   2000           1999
                                               ------------   ------------
                                                       
5-1/4% Convertible notes                       $    287,500   $    287,500
9-5/8% Senior subordinated notes (1996 Notes)       255,000        255,000
8-5/8% Senior subordinated notes (1997 Notes)       198,989        198,882
Bank Credit Agreement                               900,000        776,000
9-1/4% Senior subordinated notes                     74,073         74,073
8% unsecured subordinated notes (see note 12)        11,333         13,333
Other notes with various rates and terms             11,385         10,993
                                               ------------   ------------
                                                  1,738,280      1,615,781

Less current maturities                             (66,814)        (4,318)
                                               ------------   ------------

Long-term debt, excluding current
 maturities                                    $  1,671,466   $  1,611,463
                                               ============   ============

                                                                     (Continued)

                                      -42-
   43

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

Long-term debt matures as follows:

                                         
                      2001                  $      66,814
                      2002                         66,607
                      2003                        128,416
                      2004                        155,393
                      2005                        173,310
                      Later years               1,147,740

In November 1996, the Company issued $255,000 in principal amount of 9 5/8%
Senior Subordinated Notes due 2006 (the "1996 Notes"), with interest payable
semi-annually on June 1 and December 1 of each year. The 1996 Notes are senior
subordinated unsecured obligations of the Company and are subordinated in right
of payment to all senior indebtedness of the Company, pari passu with the 1997
Notes (as defined below), and are senior to all existing and future subordinated
indebtedness of the Company.

In September 1997, the Company issued $200,000 in principal amount of 8 5/8%
Senior Subordinated Notes due 2007 (the "1997 Notes") with interest payable
semi-annually on March 15 and September 15 of each year, commencing March 15,
1998. The 1997 Notes were issued at a discount for $198,676. The Company is
using the effective interest method to recognize the discount over the life of
the 1997 Notes. The 1997 Notes are senior subordinated unsecured obligations of
the Company, subordinated in right of payment to all senior indebtedness of the
Company, pari passu with the 1996 Notes and are senior to all existing and
future subordinated indebtedness of the Company.

The 1996 and 1997 Notes are redeemable at the Company's option at any time on or
after December 31, 2001 and September 15, 2002, respectively, at redemption
prices specified by the indentures, and are required to be repurchased earlier
in the event of a change of control of the Company. The indentures covering the
1996 and 1997 Notes include certain restrictive covenants which limit the
Company's ability to incur additional debt, pay dividends and make other
restricted payments, consummate certain transactions and other matters.

In August 1999, the Company replaced its previous credit agreement with a new
bank credit agreement under which The Chase Manhattan Bank serves as
administrative agent. The new $1,000,000 bank credit agreement consists of (1) a
$350,000 revolving bank credit facility (the "New Revolving Credit Facility")
and (2) a $650,000 term facility with two tranches, a $450,000 Term A facility
and a $200,000 Term B facility. In addition, the new bank credit agreement
provided for an uncommitted $400,000 incremental facility available at the
discretion of the lenders. In June 2000, the incremental loan agreement was
finalized with its lenders and commitments for $250,000 of the previously
uncommitted $400,000 were obtained. The incremental facility consists of (1)
$20,000 Series A-1 facility, (2) $130,000 Series A-2 facility and (3) a $100,000
Series B-1 facility. Proceeds of this facility were used to pay down the
revolving bank credit facility. As a result of the holding company
reorganization completed on July 20, 1999 and explained in footnote 12, the
existing bank credit agreement and the new bank credit agreement are obligations
of Lamar Media Corp., a wholly owned subsidiary of Lamar Advertising Company. As
of December 31, 2000, the Company had borrowings under this agreement of
$900,000.

                                                                     (Continued)

                                      -43-
   44

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

Availability of the line under the New Revolving Credit Facility is reduced
quarterly beginning with the quarter ended March 31, 2002, in the following
amounts:

                                             
                           March 31, 2002   -         December 31, 2003        $   8,750
                           March 31, 2004   -         December 31, 2004           26,250
                           March 31, 2005   -         December 31, 2005           30,625
                           March 31, 2006 (Revolving Credit Termination Date)     52,500

         The Term Facility will begin to amortize quarterly beginning September
         30, 2001 in the following quarterly amounts:

                                                       Tranche A               Tranche B
                                                       ---------               ---------
                                                                   
         September 30, 2001  -       December 31, 2001  $ 22,500                $    500
         March 31, 2002      -       December 31, 2002    11,250                     500
         March 31, 2003      -       December 31, 2003    22,500                     500
         March 31, 2004      -       December 31, 2004    28,125                     500
         March 31, 2005      -       December 31, 2005    31,500                     500
         March 31, 2006 (Tranche A Maturity Date)         31,500                     500
         June 30, 2006                                        --                     500
         August 1, 2006 (Tranche B Maturity Date)             --                 190,000

         The Incremental Facility will begin to amortize quarterly beginning
         September 30, 2001, in the following quarterly amounts:

                                                        Series A-1     Series A-2   Series B-1
                                                        ----------     ----------   ----------
                                                                       
         September 30, 2001 - December 31, 2001             $1,000         $6,500      $   250
         March 31, 2002     - December 31, 2002                500          3,250          250
         March 31, 2003     - December 31, 2003              1,000          6,500          250
         March 31, 2004     - December 31, 2004              1,250          8,125          250
         March 31, 2005     - December 31, 2005              1,400          9,100          250
         March 31, 2006 (Series A-1 and A-2 Maturity Date)   1,400          9,100          250
         June 30, 2006                                          --             --          250
         August 1, 2006 (Series B-1 Maturity Date)              --             --       95,000

                                                                     (Continued)

                                      -44-
   45

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

Revolving credit loans may be requested under the New Revolving Credit Facility
at any time prior to maturity. The loans bear interest, at the Company's option,
at the LIBOR Rate or Chase Prime Rate plus applicable margins, such margins
being set from time to time based on the Company's ratio of debt to trailing
twelve month EBITDA, as defined in the agreement. The terms of the indenture
relating to Lamar Advertising's outstanding notes, Lamar Media's bank credit
facility and the indentures relating to Lamar Media's outstanding notes
restrict, among other things, the ability of Lamar Advertising and Lamar Media
to:

         o        dispose of assets;

         o        incur or repay debt;

         o        create liens;

         o        make investments; and

         o        pay dividends.

Lamar Media's ability to make distributions to Lamar Advertising is also
restricted under the terms of these agreements. Under Lamar Media's credit
facility the Company must maintain specified financial ratios and levels
including:

         o        interest coverage;

         o        fixed charges ratios;

         o        senior debt ratios; and

         o        total debt ratios.

On August 10, 1999, Lamar Advertising Company, the new holding company,
completed an offering of $287,500 5 1/4% Convertible Notes due 2006. The net
proceeds of approximately $279,594 of the convertible notes were used to pay
down existing bank debt.

In connection with the reorganization of Lamar Advertising Company into a new
holding company structure, Lamar Media Corp. (formerly known as Lamar
Advertising Company) made a change of control tender offer to the holders of its
9 1/4% Senior Subordinated Notes due 2007 in aggregate principal amount of
approximately $103,900. Pursuant to the change of control tender offer and in
accordance with the Indenture, Lamar Media Corp. offered to repurchase the Notes
for 101% of the principal amount plus accrued interest. A total of $29,876
aggregate principal amount of Notes were tendered for payment on August 19,
1999, and the related 1% prepayment penalty is reflected as an extraordinary
item in the Company's statement of operations for the year ended December 31,
1999.

The Company's obligations with respect to its publicly issued notes are not
guaranteed by the Company's direct or indirect wholly-owned subsidiaries.
Certain obligations of the Company's wholly-owned subsidiary, Lamar Media Corp.
are guaranteed by its subsidiaries.

                                                                     (Continued)

                                      -45-
   46

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(9)      Income Taxes

         Income tax expense (benefit) for the years ended December 31, 2000,
         1999 and 1998, consists of:

                                          Current      Deferred       Total
                                         ----------   ----------   ----------
                                                             
Year ended December 31, 2000:
 U.S. federal                            $       --      (29,864)     (29,864)
 State and local                               (141)      (7,110)      (7,251)
                                         ----------   ----------   ----------
                                               (141)     (36,974)     (37,115)
                                         ==========   ==========   ==========
Year ended December 31, 1999:
 U.S. federal                            $    3,083      (11,838)      (8,755)
 State and local                                900       (1,741)        (841)
                                         ----------   ----------   ----------
                                              3,983      (13,579)      (9,596)
                                         ==========   ==========   ==========
Year ended December 31, 1998:
 U.S. federal                            $    6,269       (6,074)         195
 State and local                              1,077       (1,463)        (386)
                                         ----------   ----------   ----------
                                              7,346       (7,537)        (191)
 Change in deferred tax attributable
  to unrealized losses on investment
  securities, included in stockholders'
  equity                                         --          217          217
                                         ----------   ----------   ----------
                                         $    7,346       (7,320)          26
                                         ==========   ==========   ==========

Income tax expense (benefit) attributable to continuing operations for the years
ended December 31, 2000, 1999 and 1998, differs from the amounts computed by
applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:

                                              2000         1999         1998
                                           ----------   ----------   ----------
                                                            
Computed "expected" tax benefit            $  (44,615)     (18,081)      (4,108)
Increase (reduction) in income taxes
 resulting from:
  Book expenses not deductible for tax
   purposes                                       754          121          450
  Amortization of non-deductible goodwill      11,926        8,841        3,752
  State and local income taxes, net
   of federal income tax benefit               (4,786)        (555)        (255)
  Other differences, net                         (394)          78          (30)
                                           ----------   ----------   ----------
                                           $  (37,115)      (9,596)        (191)
                                           ==========   ==========   ==========

                                                                     (Continued)

                                      -46-
   47

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2000 and
1999 are presented below:

                                              2000         1999
                                           ----------   ----------
                                                  
Deferred tax liabilities:
 Plant and equipment, principally
  due to differences in depreciation       $   (3,513)  $   (3,942)
 Plant and equipment, due to basis
  differences on acquisitions                (161,065)    (134,323)
 Employee benefit plans                            --       (1,058)
 Intangibles, due to differences in
  amortizable lives                           (20,056)          --
                                           ----------   ----------
      Deferred tax liabilities               (184,634)    (139,323)

Deferred tax assets:
 Intangibles, due to differences
  in amortizable lives                             --        3,796
 Receivables, principally due to
  allowance for doubtful accounts               1,916        1,514
 Plant and equipment, due to basis
  differences on acquisitions and costs
  capitalized for tax purposes                  4,246        4,614
 Investment in affiliates and plant and
  equipment, due to gains recognized for
  tax purposes and deferred for financial
  reporting purposes                              941          941
 Accrued liabilities not deducted for tax
  purposes                                      3,299        3,121
 Net operating loss carryforward               33,004       11,844
 Minimum tax credit                               331          357
 Other, net                                       445          724
                                           ----------   ----------

         Deferred tax assets                   44,182       26,911
                                           ----------   ----------

         Net deferred tax liability        $ (140,452)  $ (112,412)
                                           ==========   ==========

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences. The amount of the deferred
tax assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.

                                                                     (Continued)

                                      -47-
   48

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(10)     Related Party Transactions

         Affiliates, as used within these statements, are persons or entities
         that are affiliated with Lamar Advertising Company or its subsidiaries
         through common ownership and directorate control.

         As of December 31, 2000 and 1999, debentures and ten year subordinated
         notes totaling $11,873 and $14,318, respectively, are owned by
         shareholders, directors and employees. Interest expense under the
         debentures and ten year subordinated notes during the years ended
         December 31, 2000, 1999, and 1998 was $1,080, $1,290 and $1,497
         respectively.

         In addition, the Company had receivables from affiliates, related
         parties and employees of $444 and $833 at December 31, 2000 and 1999,
         respectively.

         During 1999, the Company purchased a sign easement for approximately
         $94 from Jennifred Holdings, LLC, of which Kevin P. Reilly, Jr. and
         Sean Reilly each hold a 50% interest.

         The Company purchased approximately $2,407, $1,951 and $1,810 of
         highway signs used in its logo sign business from Interstate Highway
         Signs Corp., ("IHS") during the years ended December 31, 2000, 1999 and
         1998, respectively. IHS is a wholly-owned subsidiary of Sign
         Acquisition Corp. Kevin P. Reilly, Jr. has voting control over a
         majority of the outstanding shares of Sign Acquisition Corp. through a
         voting trust.

(11)     Stockholders' Equity

         On December 31, 1997, the Board of Directors approved a three-for-two
         split of its Class A and Class B common stock subject to the approval
         by the shareholders of an increase in the authorized number of shares
         of Class A and Class B common stock. On February 26, 1998, the
         shareholders approved an increase in the authorized number of shares of
         Class A common stock to 75,000,000 and Class B common stock to
         37,500,000. The stock split, which was effected by means of a 50% stock
         dividend, was paid to shareholders on February 27, 1998. Par value of
         the common stock remained unchanged at $.001. Common stock and
         additional paid in capital were adjusted to reflect the split as of
         December 31, 1997. All references to share and per share information in
         the consolidated financial statements and related footnotes have been
         restated to reflect the effect of the split for all periods presented.

                                                                     (Continued)

                                      -48-
   49

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

         In June, 1998, the Company completed a public offering of 6,375,000
         shares of Class A common stock at $29.00 per share. Net proceeds to the
         Company after underwriting discounts from the equity offering were
         $177.5 million. These proceeds were used to pay down outstanding bank
         debt of approximately $173.0 million with the remainder used for
         operations.

         In December, 1998, the Company completed a public offering of 6,900,000
         shares of Class A common stock at $35 per share. Net proceeds to the
         Company after underwriting discounts from the equity offering were
         $219.8 million. These proceeds were used to pay down outstanding bank
         debt of approximately $99.0 million with the remainder used for debt
         reduction and acquisitions in 1999.

         On July 16, 1999, the Board of Directors amended the preferred stock of
         the Company by designating 5,720 shares of the 1,000,000 shares of
         previously undesignated preferred stock, par value $.001 as "Series AA
         preferred stock". The previously issued Class A preferred stock par
         value $638 was exchanged for the new Series AA preferred stock. The new
         Series AA preferred stock have the same liquidation preferences,
         dividends and other rights as the previously issued Class A preferred
         stock. Series AA preferred stock has a liquidation preference over
         Class A & B common stock. Liquidation value of the Series AA preferred
         stock at December 31, 2000 was $3,649. The new shares of Series AA
         preferred stock, however, are entitled to one vote per share.

         The rights of the Class A and Class B common stock are equal in all
         respects, except holders of Class B common stock have ten votes per
         share on all matters in which the holders of common stock are entitled
         to vote and holders of Class A common stock have one vote per share on
         such matters. The Class B common stock will convert automatically into
         Class A common stock upon the sale or transfer to persons other than
         permitted transferees (as defined in the Company's certificate of
         incorporation, as amended).

         On July 20, 1999, Lamar Advertising Company completed a corporate
         reorganization to create a new holding company structure. The
         reorganization was accomplished through a merger under section 251(g)
         of the Delaware General Corporation Law. At the effective time of the
         merger, all stockholders of Lamar Advertising Company became
         stockholders in a new holding company and Lamar Advertising Company
         became a wholly-owned subsidiary of the new holding company. The new
         holding company took the Lamar Advertising Company name and the old
         Lamar Advertising Company was renamed Lamar Media Corp. In the merger,
         all outstanding shares of old Lamar Advertising Company's capital stock
         were converted into shares of the new holding company with the same
         voting powers, designations, preferences and rights, and the same
         qualifications, restrictions and limitations, as the shares of old
         Lamar Advertising Company. Following the restructuring, the Class A
         common stock of the new holding company trades under the symbol "LAMR"
         on the Nasdaq National Market with the same CUSIP number as the old
         Lamar Advertising Company's Class A common stock.

         On May 25, 2000, the stockholders approved a resolution to amend the
         Company's Restated Certificate of Incorporation to increase the number
         of authorized shares of Class A common stock from 125,000,000 shares to
         175,000,000 shares which increased the total authorized capital stock
         from 163,510,000 shares to 213,510,000 shares.

                                                                     (continued)

                                      -49-
   50

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

         On May 25, 2000, the stockholders approved the 2000 Employee Stock
         Purchase Plan whereby 500,000 shares of the Company's Class A common
         stock have been reserved for issuance under the Plan. Under this plan,
         eligible employees may purchase stock at 85% of the fair market value
         of a share on the offering commencement date or the respective purchase
         date whichever is lower. Purchases are limited to ten percent of an
         employee's total compensation. The initial offering under the Plan
         commenced on April 1, 2000 with a single purchase date on June 30,
         2000. Subsequent offerings shall commence each year on July 1 with a
         termination date of December 31 and purchase dates on September 30 and
         December 31; and on January 1 with a termination date on June 30 and
         purchase dates on March 31 and June 30.

(12)     Stock Option Plan

         In 1996, the Company adopted the 1996 Equity Incentive Plan (the "1996
         Plan"). The purpose of the 1996 Plan is to attract and retain key
         employees and consultants of the Company. The 1996 Plan authorizes the
         grant of stock options, stock appreciation rights and restricted stock
         to employees and consultants of the Company capable of contributing to
         the Company's performance. Options granted under the 1996 Plan
         generally become exercisable over a five-year period and expire 10
         years from the date of grant. The Company initially reserved an
         aggregate of 3,000,000 shares of Class A common stock (as adjusted for
         the Company's February 1998 three-for-two stock split) for awards under
         the 1996 Plan. In September, 1998, the Board of Directors of the
         Company voted to increase the number of shares reserved for issuance
         under the 1996 Plan by 1,000,000 shares to 4,000,000 shares.

         In August, 1999, the Board of Directors voted subject to stockholder
         approval, to increase the number of shares of Class A common stock
         reserved for issuance under the 1996 plan by 1,000,000 shares to
         5,000,000 shares. This increase was approved by the shareholders on May
         25, 2000.

         In August 2000, the Board of Directors voted, subject to stockholder
         approval, to amend the 1996 Plan to (i) authorize grants to members of
         the Company's board of directors (ii) provide the Committee with more
         flexibility in determining the exercise price of awards made under the
         1996 Plan (iii) allow for grants of unrestricted stock and (iv) set
         forth performance criteria that the Committee may establish for the
         granting of stock awards.

         The Company has adopted the disclosure-only provisions of Statement of
         Financial Accounting Standards No. 123, "Accounting for Stock-Based
         Compensation." Accordingly, no compensation cost has been recognized
         for the stock option grants. Had compensation cost for the Company's
         stock option plan been determined based on the fair value at the grant
         date consistent with the provisions of SFAS No. 123, the Company's net
         earnings (loss) and earnings (loss) per share would have been reduced
         to the pro forma amounts indicated below:

                                                                          2000             1999                1998
                                                                        ---------        -------             -------
                                                                                                    
          Net loss applicable to common stock -
           as reported
                                                                        $ (94,470)       (44,900)            (12,255)
                                                                        =========        =======             =======
          Net loss applicable to common stock -
           pro forma
                                                                        $(100,877)       (50,073)            (15,145)
                                                                        =========        =======             =======
          Net loss per common share -
           as reported (basic and diluted)                              $   (1.04)          (.65)               (.24)
                                                                        =========        =======             =======
          Net loss per common share -
           pro forma (basic and diluted)                                $   (1.11)          (.73)               (.29)
                                                                        =========        =======             =======

                                                                     (continued)

                                      -50-
   51

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

       The fair value of each option grant is estimated on the date of grant
       using the Black-Scholes option-pricing model with the following
       weighted-average assumptions used:

                    Grant            Dividend              Expected              Risk Free              Expected
                     Year             Yield               Volatility           Interest Rate             Lives
                    -----            --------             ----------           -------------            --------
                                                                                            
                     2000              0%                    54%                    6%                     4
                     1999              0%                    54%                    6%                     4
                     1998              0%                    59%                    5%                     4

         Information regarding the 1996 Plan for the years ended December 31,
         2000, 1999 and 1998, is as follows:

                                          2000                       1999                       1998
                                 ------------------------   ------------------------   ------------------------
                                                 Weighted                   Weighted                   Weighted
                                                 Average                    Average                    Average
                                                 Exercise                   Exercise                   Exercise
                                   Shares         Price       Shares         Price       Shares        Price
                                 ----------    ----------   ----------    ----------   ----------    ----------
                                                                                   
Outstanding, beginning of year    2,757,954    $    27.14    2,240,567    $    19.25    1,868,804    $    11.60
Granted ......................      470,500         43.87    1,115,000         37.94      950,500         29.88
Exercised ....................     (299,619)        17.75     (525,725)        15.16     (538,154)        10.84
Canceled .....................      (63,188)        39.09      (71,888)        30.84      (40,583)        18.24
                                 ----------    ----------   ----------    ----------   ----------    ----------
Outstanding, end of year .....    2,865,647    $    30.59    2,757,954    $    27.14    2,240,567    $    19.25
                                 ==========    ==========   ==========    ==========   ==========    ==========

Price for exercised shares       $    17.75                 $    15.16                 $    10.84
Shares available for grant,
 end of year                        513,258                    920,570                    963,682

Weighted average fair value of
 options granted during the year $    26.57                  $   23.19                 $    13.09

         The following table summarizes information about fixed-price stock
options outstanding at December 31, 2000:

                                          Weighted
      Range            Number              Average        Weighted            Number           Weighted
       Of           Outstanding          Remaining        Average           Exercisable        Average
     Exercise            At              Contractual      Exercise               At            Exercise
      Prices      December 31, 2000         Life            Price        December 31, 2000       Price
     --------     -----------------      -----------      --------       -----------------     ---------
                                                                                
 $ 10.67 - 17.00       587,747              5.77         $  11.87            418,997            $10.78
   17.67 - 26.17       104,400              6.46            20.71                 --              0.00
   26.69 - 33.38     1,402,000              7.99            31.20            446,500             31.84
   34.16 - 47.75       658,500              8.97            42.41             25,400             38.33
         - 60.63       113,000              9.01            60.63              7,500             60.63

         No stock appreciation rights or restricted stock authorized by the 1996
Plan have been granted.

                                                                     (continued)

                                      -51-
   52

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(13)     Commitments and Other Contingencies

         The Company sponsors a partially self-insured group health insurance
         program. The Company is obligated to pay all claims under the program,
         which are in excess of premiums, up to program limits of $150 per
         employee, per claim, per year. The Company is also self-insured with
         respect to its income disability benefits and against casualty losses
         on advertising structures. Amounts for expected losses, including a
         provision for losses incurred but not reported, is included in accrued
         expenses in the accompanying consolidated financial statements. The
         Company maintains a $385 letter of credit with a bank to meet
         requirements of the Company's worker's compensation insurance carrier.

         The Company sponsors The Lamar Corporation Savings and Profit Sharing
         Plan covering employees who have completed one year of service and are
         at least 21 years of age. The Company matches 50% of employees'
         contributions up to 5% of related compensation. Employees can
         contribute up to 15% of compensation. Full vesting on the Company's
         matched contributions occurs after five years. Annually, at the
         Company's discretion, an additional profit sharing contribution may be
         made on behalf of each eligible employee. In total, for the years ended
         December 31, 1999 and 1998 the Company contributed $2,403 and $1,608,
         respectively. The Company did not make a profit sharing contribution
         for the year ended December 31, 2000.

         The Company sponsors a Deferred Compensation Plan for the benefit of
         certain of its senior management who meet specific age and years of
         service criteria. Employees who have attained the age of 30 and have a
         minimum of 10 years of service are eligible for annual contributions to
         the Plan generally ranging from $3 to $8, depending on the employee's
         length of service. The Company's contributions to the Plan are
         maintained in a "rabbi" trust and, accordingly, the assets and
         liabilities of the Plan are reflected in the balance sheet of the
         Company. Upon termination, death or disability, participating employees
         are eligible to receive an amount equal to the fair market value of the
         assets in the employee's deferred compensation account. The Company has
         contributed $456, $448 and $406 to the Plan during the years ended
         December 31, 2000, 1999 and 1998, respectively. Contributions to the
         Deferred Compensation Plan are discretionary and are determined by the
         Board of Directors.

         The Company is the subject of litigation arising during the normal
         course of business. In the opinion of management and the general
         counsel of the Company, those claims will not have a material impact on
         the financial position, results of operations or liquidity of the
         Company.

(14)     Summarized Financial Information of Subsidiaries

         Separate financial statements of each of the Company's direct or
         indirect wholly-owned subsidiaries that have guaranteed the Company's
         obligations with respect to its publicly issued notes (collectively,
         the "Guarantors") are not included herein because the Company has no
         independent assets or operations, the guarantees are full and
         unconditional and 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 indentures relating to Lamar Media's
         outstanding notes.
                                                                     (Continued)

                                      -52-

   53

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(15)     Disclosures About Fair Value of Financial Instruments

         The following table presents the carrying amounts and estimated fair
         values of the Company's financial instruments at December 31, 2000 and
         1999. The fair value of the financial instrument is defined as the
         amount at which the instrument could be exchanged in a current
         transaction between willing parties.

                                           2000                       1999
                                 ------------------------   -----------------------
                                  Carrying     Estimated    Carrying     Estimated
                                   Amount      Fair Value    Amount      Fair Value
                                 ----------    ----------   ----------   ----------
                                                             
               Long-term debt    $1,671,466    $1,677,434   $1,611,463   $1,613,209

         The estimated fair value amounts have been determined by the Company
         using available market information and appropriate valuation
         methodologies as follows:

         o    The carrying amounts of cash and cash equivalents, receivables,
              trade accounts payable, accrued expenses, and deferred income
              approximate fair value because of the short term nature of these
              items.

         o    The fair value of long-term debt is based upon market quotes
              obtained from dealers where available and by discounting future
              cash flows at rates currently available to the Company for similar
              instruments when quoted market rates are not available.

         Fair value estimates are subject to inherent limitations. Estimates of
         fair values are made at a specific point in time, based on relevant
         market information and information about the financial instrument. The
         estimated fair values of financial instruments presented above are not
         necessarily indicative of amounts the Company might realize in actual
         market transactions. Estimates of fair value are subjective in nature
         and involve uncertainties and matters of significant judgement and
         therefore cannot be determined with precision. Changes in assumptions
         could significantly affect the estimates.

(16)     Quarterly Financial Data (Unaudited)

                                                         Fiscal Year 2000 Quarters
                                             March 31      June 30    September 30      December 31
                                             --------      -------    ------------      -----------
                                                                           
     Net revenues                           $ 151,267    $ 172,953    $     184,806    $     178,293
     Net revenues less direct
      advertising expenses                     98,755      119,327          128,768          123,004
     Net loss applicable to common stock      (29,065)     (20,489)         (19,600)         (25,316)
     Net loss per common
      share (basic and diluted)                  (.33)        (.23)            (.21)            (.27)

                                                         Fiscal Year 1999 Quarters
                                             March 31      June 30    September 30      December 31
                                             --------      -------    ------------      -----------
                                                                           
     Net revenues                           $  85,766    $  97,809    $     111,039    $     149,521
     Net revenues less direct
      advertising expenses                     56,002       67,328           77,803           99,912
     Net loss applicable to common stock      (10,797)      (5,161)          (3,575)         (25,367)
     Net loss per common share (basic and
      (diluted)                                  (.18)        (.08)            (.05)            (.29)

                                                                     (Continued)

                                      -53-
   54

                            LAMAR ADVERTISING COMPANY
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(17)     New Accounting Pronouncements

         In April 1998, the American Institute of Certified Public Accountants
         issued Statement of Position ("SOP") 98-5, Reporting on the Costs of
         Start-Up Activities. SOP 98-5 is effective for financial statements for
         fiscal years beginning after December 15, 1998, and requires that the
         costs of start-up activities, including organizational costs, be
         expensed as incurred.

         The effect of SOP 98-5 was recorded in the first quarter of fiscal 1999
         as the cumulative effect of a change in accounting principle in the
         amount of $(767), net of tax, as described in Accounting Principles
         Board Opinion No. 20 "Accounting Changes".

(18)     Subsequent Events

         Effective January 30, 2001, Lamar Media Corp. and its subsidiaries
         entered into an amendment to its bank credit agreement for the purposes
         of increasing "Incremental Loan Commitments" from $400,000 to
         $1,000,000, and affording Lamar Media Corp. and Lamar Advertising
         Company more flexibility in incurring debt. The "Total Debt Ratio",
         previously measured at the Lamar Advertising Company level, is now
         measured at the Lamar Media Corp. level with the result that the 5-1/4%
         Convertible Notes will be excluded from this ratio. The loan documents
         were amended further to permit Lamar Advertising Company to incur
         additional debt which is no more restrictive than the high-yield debt
         currently outstanding. In connection with these changes, the note
         receivable and note payable of equal amounts between Lamar Advertising
         and Lamar Media, its wholly-owned subsidiary, were cancelled. The
         cancellation of the note of $287,500 will be treated as capital
         contributed by parent on Lamar Media's balance sheet effective January
         30, 2001.

         Effective February 1, 2001, the Company purchased all of the
         outstanding common stock of Bowlin Outdoor Advertising and Travel
         Centers Incorporated by issuing 725,000 shares of the Company's Class A
         common stock valued at approximately $29,000.

                                      -54-
   55

SCHEDULE 2

                            Lamar Advertising Company
                        Valuation and Qualifying Accounts
                The Years Ended December 31, 2000, 1999 and 1998
                                   (in 000's)

                                                             Balance at        Charged to
                                                             Beginning         Costs and                         Balance at
                 Description                                 of Period         Expenses       Deductions        End of Period
                 -----------                                 -----------       -----------    ----------        -------------
                                                                                                    
Year ended December 31, 2000
Deducted in balance sheet from trade accounts
  receivable: Allowance for doubtful accounts                 $  3,928             5,991         5,005             4,914

Deducted in balance sheet from intangible
  assets: Amortization of intangible assets                   $171,316           185,409            --           356,725

Year ended December 31, 1999
Deducted in balance sheet from trade accounts
  receivable: Allowance for doubtful accounts                 $  2,722             4,065         2,859             3,928

Deducted in balance sheet from intangible
  assets: Amortization of intangible assets                   $ 72,121           100,019           824           171,316

Year ended December 31, 1998
Deducted in balance sheet from trade accounts
  receivable: Allowance for doubtful accounts                 $  1,311             2,883         1,472             2,722

Deducted in balance sheet from intangible
  assets: Amortization of intangible assets                   $ 29,698            43,023            --            72,721

                                      -55-
   56

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES

                                                                                  
Independent Auditors' Report..........................................................57

Consolidated Balance Sheets as of December 31, 2000 and 1999..........................58

Consolidated Statements of Operations for the years ended December 31, 2000,
     1999 and 1998................................................................... 59

Consolidated Statements of Comprehensive Income for the years ended
     December 31, 2000, 1999 and 1998................................................ 60

Consolidated Statements of Stockholder's Equity for the years ended
     December 31, 2000, 1999 and 1998................................................ 61

Consolidated Statements of Cash Flows for the years ended December 31,
      2000, 1999 and 1998............................................................ 62

Notes to Consolidated Financial Statements ........................................63-68

                                      -56-
   57

                          Independent Auditors' Report

Board of Directors
Lamar Media Corp.:

We have audited the accompanying consolidated balance sheets of Lamar Media
Corp. and subsidiaries as of December 31, 2000, and 1999, and the related
consolidated statements of operations, comprehensive income, stockholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Lamar Media Corp.
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.

As discussed in Note 17 to the consolidated financial statements of Lamar
Advertising Company, the Company changed its method of accounting for the costs
of start-up activities in 1999.

                                                     KPMG LLP

New Orleans, Louisiana
February 2, 2001

                                      -57-
   58

                                LAMAR MEDIA CORP.
                                and Subsidiaries
                           Consolidated Balance Sheets

                           December 31, 2000 and 1999
                 (In thousands, except share and per share data)

                                                                        2000           1999
                                                                     -----------    -----------
                                                                              
ASSETS

Current assets:
  Cash and cash equivalents                                          $    72,340    $     8,401
  Receivables, net                                                        91,628         80,671
  Prepaid expenses                                                        23,164         21,524
  Other current assets                                                    15,966         25,193
                                                                     -----------    -----------
          Total current assets                                           203,098        135,789
                                                                     -----------    -----------

Property, plant and equipment                                          1,630,866      1,412,605
  Less accumulated depreciation and amortization                        (335,991)      (218,893)
                                                                     -----------    -----------
          Net property plant and equipment                             1,294,875      1,193,712
                                                                     -----------    -----------

Intangible assets (note 3)                                             2,106,493      1,851,965
Other assets - non-current                                                17,249         13,563
                                                                     -----------    -----------
          Total assets                                               $ 3,621,715    $ 3,195,029
                                                                     ===========    ===========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
  Trade accounts payable                                             $     9,918    $    11,492
  Current maturities of long-term debt (note 5)                           66,814          4,318
  Accrued expenses (note 4)                                               35,765         54,031
  Deferred income                                                         11,005         11,243
                                                                     -----------    -----------
          Total current liabilities                                      123,502         81,084

Long-term debt (note 5)                                                1,671,466      1,611,463
Deferred income taxes (note 6)                                           142,052        112,776
Other liabilities                                                          7,939          6,835
                                                                     -----------    -----------
          Total liabilities                                            1,944,959      1,812,158
                                                                     -----------    -----------

Stockholder's equity:
  Common stock, $.01 par value, authorized 3000 shares; 100 shares
  issued and outstanding at December 31, 2000 and 1999                        --             --
  Additional paid-in capital                                           1,855,421      1,469,606
  Accumulated deficit                                                   (178,665)       (86,735)
                                                                     -----------    -----------
          Stockholder's equity                                         1,676,756      1,382,871
                                                                     -----------    -----------

          Total liabilities and stockholder's equity                 $ 3,621,715    $ 3,195,029
                                                                     ===========    ===========

See accompanying notes to consolidated financial statements.

                                      -58-
   59
                                LAMAR MEDIA CORP.
                                and Subsidiaries
                      Consolidated Statements of Operations

                  Years ended December 31, 2000, 1999 and 1998
                 (In thousands, except share and per share data)

                                                             2000         1999         1998
                                                          ---------    ---------    ---------
                                                                           
Net revenues                                              $ 687,319    $ 444,135    $ 288,588
                                                          ---------    ---------    ---------

Operating expenses:
  Direct advertising expenses                               217,465      143,090       92,849
  General and administrative expenses                       137,292       94,264       60,935
  Depreciation and amortization                             315,465      176,233       88,791
                                                          ---------    ---------    ---------
                                                            670,222      413,587      242,575
                                                          ---------    ---------    ---------
          Operating income                                   17,097       30,548       46,013
                                                          ---------    ---------    ---------
Other expense (income):
  Interest income                                            (1,715)      (1,421)        (762)
  Interest expense                                          147,607       89,619       60,008
  Gain on disposition of assets                                (986)      (5,481)      (1,152)
                                                          ---------    ---------    ---------
                                                            144,906       82,717       58,094
                                                          ---------    ---------    ---------
Loss before income taxes, extraordinary item and
  cumulative effect of a change in accounting principle    (127,809)     (52,169)     (12,081)

  Income tax benefit (note 6)                               (35,879)      (9,232)        (191)
                                                          ---------    ---------    ---------

Loss before extraordinary item and cumulative
 effect of a change in accounting principle                 (91,930)     (42,937)     (11,890)

Extraordinary loss on debt extinguishment net of
 income tax benefit of $117                                      --         (182)          --
                                                          ---------    ---------    ---------

Loss before cumulative effect of a change in
 accounting principle                                       (91,930)     (43,119)     (11,890)

Cumulative effect of a change in accounting principle            --         (767)          --
                                                          ---------    ---------    ---------
Net loss                                                    (91,930)     (43,886)     (11,890)
Preferred stock dividends                                        --         (274)        (365)
                                                          ---------    ---------    ---------
Net loss applicable to common stock                       $ (91,930)   $ (44,160)   $ (12,255)
                                                          =========    =========    =========

See accompanying notes to consolidated financial statements.

                                      -59-
   60

                                LAMAR MEDIA CORP.
                                and Subsidiaries
                 Consolidated Statements of Comprehensive Income

                  Years ended December 31, 2000, 1999 and 1998
                                 (In Thousands)

                                                                 2000        1999        1998
                                                               --------    --------    --------
                                                                              
Net loss applicable to common stock                            $(91,930)   $(44,160)   $(12,255)

Other comprehensive income - change in unrealized gain (loss)
     on investment securities (net of deferred tax benefit
     $217 for the year ended
     December 31, 1998)                                              --          --         354
                                                               --------    --------    --------

Comprehensive loss                                             $(91,930)    (44,160)    (11,901)
                                                               ========    ========    ========

See accompanying notes to consolidated financial statements.

                                      -60-
   61

                                LAMAR MEDIA CORP.
                                and Subsidiaries
                 Consolidated Statements of Stockholder's Equity

                  Years ended December 31, 2000, 1999 and 1998
                 (In thousands, except share and per share data)

                                                                                                                 Unrealized
                                             Class A       Class A       Class B      Additional                 Gain (Loss)
                                  Common    Preferred      Common        Common        Paid-in     Accumulated  On Investment
                                  Stock       Stock         Stock         Stock        Capital       Deficit     Securities
                                 --------   ----------    ----------    ----------    ----------   ----------    ----------
                                                                                            
Balance, December 31, 1997             --        3,649            28            19        95,691      (30,320)         (354)
 Issuance of 13,338,005 shares
  of common stock                      --           --            13            --       399,288           --            --
 Exercise of stock options             --           --             1            --        10,665           --            --
 Conversion of 1,062,912
  shares of Class B common
  stock to Class A common
  stock                                --           --             1            (1)           --           --            --
 Net loss                              --           --            --            --            --      (11,890)           --
 Dividends ($63.80 per
  preferred share)                     --           --            --            --            --         (365)           --
 Realized loss on investment
  securities, net of tax               --           --            --            --            --           --           354
                                 --------   ----------    ----------    ----------    ----------   ----------    ----------

Balance December 31, 1998              --        3,649            43            18       505,644      (42,575)           --
 Issuance of 13,023 shares
  of common stock in
  acquisitions                         --           --            --            --           475           --            --
 Exercise of stock options             --           --            --            --         3,833           --            --
 Effect of Corporate
  restructuring                        --       (3,649)          (43)          (18)        3,710           --            --
 Contributions from parent             --           --            --            --       955,944           --            --
 Net loss                              --           --            --            --            --      (43,886)           --
 Dividends ($63.80 per
  preferred share)                     --           --            --            --            --         (274)           --
                                 --------   ----------    ----------    ----------    ----------   ----------    ----------

Balance December 31, 1999        $     --           --            --            --     1,469,606      (86,735)           --
 Contributions from parent             --           --            --            --       385,815           --            --
 Net loss                              --           --            --            --            --      (91,930)           --
                                 --------   ----------    ----------    ----------    ----------   ----------    ----------

Balance December 31, 2000        $     --           --            --            --     1,855,421     (178,665)           --
                                 ========   ==========    ==========    ==========    ==========   ==========    ==========

                                     Total
                                  ----------
                              
Balance, December 31, 1997            68,713
 Issuance of 13,338,005 shares
  of common stock                    399,301
 Exercise of stock options            10,666
 Conversion of 1,062,912
  shares of Class B common
  stock to Class A common
  stock                                   --
 Net loss                            (11,890)
 Dividends ($63.80 per
  preferred share)                      (365)
 Realized loss on investment
  securities, net of tax                 354
                                  ----------

Balance December 31, 1998            466,779
 Issuance of 13,023 shares
  of common stock in
  acquisitions                           475
 Exercise of stock options             3,833
 Effect of Corporate
  restructuring                           --
 Contributions from parent           955,944
 Net loss                            (43,886)
 Dividends ($63.80 per
  preferred share)                      (274)
                                  ----------

Balance December 31, 1999          1,382,871
 Contributions from parent           385,815
 Net loss                            (91,930)
                                  ----------

Balance December 31, 2000          1,676,756
                                  ==========

See accompanying notes to consolidated financial statements.

                                      -61-
   62

                                LAMAR MEDIA CORP.
                                and Subsidiaries
                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2000, 1999 and 1998
                                 (In thousands)

                                                        2000         1999         1998
                                                     ---------    ---------    ---------
                                                                        
Cash flows from operating activities:
  Net loss                                           $ (91,930)     (43,886)     (11,890)
  Adjustments to reconcile net loss
   to net cash provided by operating activities:
   Depreciation and amortization                       315,465      176,233       88,791
   Gain on disposition of assets                          (986)      (5,481)      (1,152)
   Cumulative effect of accounting change                   --          767           --
   Deferred tax benefit                                (35,737)     (13,215)      (7,537)
   Provision for doubtful accounts                       5,991        4,065        2,883
  Changes in operating assets and liabilities:
   (Increase) decrease in:
     Receivables                                       (13,786)     (19,091)      (2,464)
     Prepaid expenses                                   (1,371)         782         (521)
     Other assets                                        4,568      (10,937)      (2,148)
   Increase (decrease) in:
     Trade accounts payable                             (1,574)       3,438          250

     Accrued expenses                                   (1,910)      14,974        4,326
     Deferred income                                      (964)      (7,184)       2,132
     Other liabilities                                     196          (29)        (172)
                                                     ---------    ---------    ---------
        Net cash provided by operating activities      177,962      100,436       72,498
                                                     ---------    ---------    ---------

Cash flows from investing activities:
  Capital expenditures                                 (78,304)     (77,186)     (55,196)
  Purchase of new markets                             (355,958)    (878,933)    (485,514)
  Proceeds from sale of property and equipment           2,827        7,603        5,493
                                                     ---------    ---------    ---------

        Net cash used in investing activities         (431,435)    (948,516)    (535,217)
                                                     ---------    ---------    ---------

Cash flows from financing activities:
  Net proceeds from the issuance of common stock            --        2,231      402,629
  Contribution from parent                             200,212           --           --
  Proceeds from issuance of long-term debt                  --      279,594           70
  Principal payments on long-term debt                  (5,330)     (79,667)      (6,229)
  Debt issuance costs                                   (1,470)          --       (3,035)
  Net borrowing under credit agreements                124,000      526,000      191,000
  Dividends                                                 --         (274)        (365)
                                                     ---------    ---------    ---------
       Net cash provided by financing activities       317,412      727,884      584,070
                                                     ---------    ---------    ---------

       Net increase (decrease) in cash and
        cash equivalents                                63,939     (120,196)     121,351

Cash and cash equivalents at beginning
  of period                                              8,401      128,597        7,246
                                                     ---------    ---------    ---------

Cash and cash equivalents at end of period           $  72,340        8,401      128,597
                                                     =========    =========    =========

Supplemental disclosures of cash flow information:
  Cash paid for interest                             $ 147,875       83,837       56,960
                                                     =========    =========    =========

  Cash paid for income taxes                         $   1,936        6,919        1,107
                                                     =========    =========    =========

See accompanying notes to consolidated financial statements.

                                      -62-
   63

                                LAMAR MEDIA CORP.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(1)      Significant Accounting Policies

         (a)      Nature of Business

                  On July 20, 1999, Lamar Advertising Company reorganized into a
                  new holding company structure. As a result of this
                  reorganization (1) the former Lamar Advertising Company became
                  a wholly owned subsidiary of a newly formed holding company,
                  (2) the name of the former Lamar Advertising Company was
                  changed to Lamar Media Corp., (3) the name of the new holding
                  company became Lamar Advertising Company, (4) the outstanding
                  shares of capital stock of the former Lamar Advertising
                  Company, including the Class A common stock, were
                  automatically converted, on a share for share basis, into
                  identical shares of capital stock of the new holding company
                  and (5) the Class A common stock of the new holding company
                  commenced trading on the Nasdaq National Market under the
                  symbol "LAMR" instead of the Class A common stock of the
                  former Lamar Advertising Company. In addition, following the
                  holding company reorganization, substantially all of the
                  former Lamar Advertising Company's debt obligations, including
                  the bank credit facility and other long-term debt remained the
                  obligations of Lamar Media. Under Delaware law, the
                  reorganization did not require the approval of the
                  stockholders of the former Lamar Advertising Company. The
                  purpose of the reorganization was to provide Lamar Advertising
                  Company with a more flexible capital structure and to enhance
                  its financing options. The business operations of the former
                  Lamar Advertising Company and its subsidiaries, including the
                  Company, has not changed as a result of the reorganization.

                  Lamar Media Corp. is engaged in the outdoor advertising
                  business operating approximately 116,800 outdoor advertising
                  displays in 42 states. Lamar Media's operating strategy is to
                  be the leading provider of outdoor advertising services in the
                  markets it serves.

                  In addition, Lamar Media operates a logo sign business in 20
                  states throughout the United States and in 1 province of
                  Canada. Logo signs are erected pursuant to state-awarded
                  service contracts on public rights-of-way near highway exits
                  and deliver brand name information on available gas, food,
                  lodging and camping services. Included in the Company's logo
                  sign business are tourism signing contracts.

                  Certain footnotes are not provided for the accompanying
                  financial statements as the information in notes 2, 4, 6, 11
                  through 13, 15, 17, 18 and portions of notes 1, 8 and 10 to
                  the consolidated financial statements of Lamar Advertising
                  Company included elsewhere in this Report is substantially
                  equivalent to that required for the 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.

                                                                     (Continued)

                                      -63-
   64

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

         (b)      Principles of Consolidation

                  The accompanying consolidated financial statements include
                  Lamar Media Corp., its wholly-owned subsidiaries, The Lamar
                  Company, LLC, Lamar Whiteco Outdoor Corporation, Lamar Outdoor
                  Corporation and their majority-owned subsidiaries. All
                  intercompany transactions and balances have been eliminated in
                  consolidation.

(2)      Noncash Financing and Investing Activities

         A summary of significant noncash financing and investing activities for
         the years ended December 31, 2000, 1999 and 1998:

                                                              2000          1999          1998
                                                            --------      --------      --------
                                                                               
         Disposition of assets                              $     --         5,387            30
         Acquisitions of assets                              185,603           475         2,706
         Recapitalization related to corporate
           restructure (note 1)                                   --         3,710            --

(3)      Intangible Assets

         The following is a summary of intangible assets at December 31, 2000
and 1999:

                                                    Estimated life
                                                       (years)            2000              1999
                                                    --------------    -----------       -----------
                                                                               
         Debt issuance costs and fees                    7-10         $    24,206       $    24,059
         Customer lists and contracts                    7-10             329,867           286,301
         Non-compete agreements                          3-15              53,807            50,277
         Goodwill                                          15           1,276,623         1,033,287
         Site locations and other                        5-15             774,304           628,451
                                                                      -----------       -----------
                                                                      $ 2,458,807       $ 2,022,375
                                                                      ===========       ===========
         Cost                                                           2,458,807         2,022,375
         Accumulated amortization                                        (352,314)         (170,410)
                                                                      -----------       -----------
                                                                      $ 2,106,493       $ 1,851,965
                                                                      ===========       ===========

                                                                     (Continued)

                                      -64-
   65
                                LAMAR MEDIA CORP.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(4)      Accrued Expenses

         The following is a summary of accrued expenses at December 31, 2000 and
1999:

                                                    2000         1999
                                                   -------      -------
                                                          
         Payroll                                   $10,939      $ 7,406
         Interest                                   17,143       17,411
         Insurance benefits                             --          838
         Purchase price payable (note 2)                --       15,750
         Other                                       7,683       12,626
                                                   -------      -------
                                                   $35,765      $54,031
                                                   =======      =======

(5)      Long-term Debt

         Long-term debt consists of the following at December 31, 2000 and 1999:

                                                               2000              1999
                                                            -----------       -----------
                                                                        
         5-1/4% Note to Lamar Advertising Company           $   287,500       $   287,500
         9-5/8% Senior subordinated notes (1996 Notes)          255,000           255,000
         8-5/8% Senior subordinated notes (1997 Notes)          198,989           198,882
         Bank Credit Agreement                                  900,000           776,000
         9-1/4% Senior subordinated notes                        74,073            74,073
         8% unsecured subordinated notes (see Note 12)           11,333            13,333
         Other notes with various rates and terms                11,385            10,993
                                                            -----------       -----------
                                                              1,738,280         1,615,781
         Less current maturities                                (66,814)           (4,318)
                                                            -----------       -----------
         Long-term debt, excluding current maturities       $ 1,671,466       $ 1,611,463
                                                            ===========       ===========

         Long-term debt matures as follows:

                                               
                   2001                           $   66,814
                   2002                               66,607
                   2003                              128,416
                   2004                              155,393
                   2005                              173,310
                   Later years                     1,147,740

         On August 10, 1999, Lamar Media Corp. borrowed from Lamar Advertising
         Company, its parent, $287,500 in exchange for a note payable bearing
         interest at 5-1/4% due 2006. The proceeds were used to pay down
         existing bank debt of the Company.

                                                                     (Continued)

                                      -65-
   66

                                LAMAR MEDIA CORP.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

(6)      Income Taxes

         Income tax expense (benefit) for the years ended December 31, 2000,
         1999 and 1998, consists of:

                                                            Current        Deferred        Total
                                                            --------       --------       --------
                                                                                 
         Year ended December 31, 2000:
          U.S. federal                                      $     --        (28,865)       (28,865)
          State and local                                       (142)        (6,872)        (7,014)
                                                            --------       --------       --------
                                                            $   (142)       (35,737)       (35,879)
                                                            ========       ========       ========
         Year ended December 31, 1999:
          U.S. federal                                      $  3,083        (11,521)        (8,438)
          State and local                                        900         (1,694)          (794)
                                                            --------       --------       --------
                                                            $  3,983        (13,215)        (9,232)
                                                            ========       ========       ========

         Year ended December 31, 1998:
          U.S. federal                                      $  6,269         (6,074)           195
          State and local                                      1,077         (1,463)          (386)
                                                            --------       --------       --------
                                                               7,346         (7,537)          (191)
         Change in deferred tax attributable
          to unrealized losses on investment
          securities, included in stockholders'
          equity                                                  --            217            217
                                                            --------       --------       --------
                                                            $  7,346         (7,320)            26
                                                            ========       ========       ========

         Income tax benefit attributable to continuing operations for the years
         ended December 31, 2000, 1999 and 1998, differs from the amounts
         computed by applying the U.S. federal income tax rate of 34 percent to
         earnings before income taxes as follows:

                                                                   2000           1999           1998
                                                                 --------       --------       --------
                                                                                      
         Computed "expected" tax benefit                         $(43,455)       (17,737)        (4,108)
         Increase (reduction) in income taxes
          resulting from:
           Book expenses not deductible for tax
            purposes                                                  754            122            450
           Amortization of non-deductible goodwill                 11,845          8,814          3,752
           State and local income taxes, net
            of federal income tax benefit                          (4,629)          (534)          (255)
           Other differences, net                                    (394)           103            (30)
                                                                 --------       --------       --------
                                                                 $(35,879)        (9,232)          (191)
                                                                 ========       ========       ========

                                                                     (Continued)

                                      -66-
   67
                                LAMAR MEDIA CORP.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

         The tax effects of temporary differences that give rise to significant
         portions of the deferred tax assets and deferred tax liabilities at
         December 31, 2000 and 1999 are presented below:

                                                                   2000             1999
                                                                 ---------       ---------
                                                                           
         Deferred tax liabilities:
          Plant and equipment, principally
           due to differences in depreciation                    $  (3,513)      $  (3,942)
          Plant and equipment, due to basis
           differences on acquisitions                            (161,065)       (134,323)
          Employee benefit plans                                        --          (1,058)
         Intangibles, due to differences in
           amortizable lives                                       (19,891)             --
                                                                 ---------       ---------
          Deferred tax liabilities                                (184,469)       (139,323)

         Deferred tax assets:
          Intangibles, due to differences
           in amortizable lives                                         --           3,935
          Receivables, principally due to
           allowance for doubtful accounts                           1,916           1,514
          Plant and equipment, due to basis
           differences on acquisitions and costs
           capitalized for tax purposes                              4,246           4,614
          Investment in affiliates and plant and
           equipment, due to gains recognized for
           tax purposes and deferred for financial
           reporting purposes                                          941             941
          Accrued liabilities not deducted for tax
           purposes                                                  3,299           3,121
          Net operating loss carryforward                           31,239          11,340
          Minimum tax credit                                           331             357
          Other, net                                                   445             725
                                                                 ---------       ---------
               Deferred tax assets                                  42,417          26,547
                                                                 ---------       ---------
               Net deferred tax liability                        $(142,052)      $(112,776)
                                                                 =========       =========

         In assessing the realizability of deferred tax assets, management
         considers whether it is more likely than not that some portion or all
         of the deferred tax assets will not be realized. The ultimate
         realization of deferred tax assets is dependent upon the generation of
         future taxable income during the periods in which those temporary
         differences become deductible.

         Management considers the scheduled reversal of deferred tax
         liabilities, projected future taxable income, and tax planning
         strategies in making this assessment. Based upon the level of
         historical taxable income and projections for future taxable income
         over the periods in which the deferred tax assets are deductible,
         management believes it is more likely than not that Lamar Media will
         realize the benefits of these deductible differences. The amount of the
         deferred tax assets considered realizable, however, could be reduced in
         the near term if estimates of future taxable income during the
         carryforward period are reduced.

(7)      Related Party Transactions

         Affiliates, as used within these statements, are persons or entities
         that are affiliated with Lamar Media Corp. or its subsidiaries through
         common ownership and directorate control.

                                                                     (Continued)

                                      -67-
   68

                                LAMAR MEDIA CORP.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
             (Dollars in thousands, except share and per share data)

         As of December 31, 2000 and 1999, there was a receivable from Lamar
         Advertising Company, its parent, in the amount of $7,227 and $10,851,
         respectively.

(8)      Quarterly Financial Data (Unaudited)

                                                             Fiscal Year 2000 Quarters
                                             March 31         June 30      September 30     December 31
                                             ---------       ---------     ------------     -----------
                                                                                
         Net revenues                        $ 151,267       $ 172,953       $ 184,806       $ 178,293
         Net revenues less direct
          advertising expenses                  98,755         119,327         128,768         123,004
         Net loss applicable to
          common stock                         (28,319)        (19,448)        (19,608)        (24,555)

                                                            Fiscal Year 1999 Quarters
                                             March 31        June 30     September 30    December 31
                                             --------        -------     ------------    -----------
                                                                             
         Net revenues                        $ 85,766         97,809        111,039        149,521
         Net revenues less direct
          advertising expenses                 56,002         67,328         77,803         99,912
         Net loss applicable to
          common stock                        (10,797)        (5,161)        (3,221)       (24,981)

                                      -68-
   69

SCHEDULE 2

                                Lamar Media Corp.
                                and Subsidiaries
                        Valuation and Qualifying Accounts
                The Years Ended December 31, 2000, 1999 and 1998
                                   (in 000's)

                                                                Balance at      Charged to
                                                                Beginning       Costs and                   Balance at
                        Description                             of Period       Expenses        Deductions  End of Period
                        -----------                             ---------       ----------      ----------  -------------
                                                                                                
         Year ended December 31, 2000
         Deducted in balance sheet from trade accounts
           receivable: Allowance for doubtful accounts           $  3,928         5,991         5,005         4,914

         Deducted in balance sheet from intangible
           assets: Amortization of intangible assets             $170,410       181,904            --       352,314

         Year ended December 31, 1999
         Deducted in balance sheet from trade accounts
           receivable: Allowance for doubtful accounts           $  2,722         4,065         2,859         3,928

         Deducted in balance sheet from intangible
           assets: Amortization of intangible assets             $ 72,721        99,113           824       170,410

         Year ended December 31, 1998
         Deducted in balance sheet from trade accounts
           receivable: Allowance for doubtful accounts           $  1,311         2,883         1,472         2,722

         Deducted in balance sheet from intangible
           assets: Amortization of intangible assets             $ 29,698        43,023            --        72,721

                                      -69-
   70

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

Lamar Advertising Company
None

Lamar Media Corp.
None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response to this item is contained in part under the caption "Executive
Officers of the Registrant" in Part I, Item 1A hereof and the remainder is
incorporated herein by reference from the discussion responsive thereto under
the captions "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement relating to the 2001
Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

The response to this item is incorporated herein by reference from the
discussion responsive thereto under the following captions in the Company's
Proxy Statement relating to the 2001 Annual Meeting of Stockholders: "Election
of Directors - Director Compensation," "Executive Compensation" and
"Compensation Committee Interlocks and Insider Participation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The response to this item is incorporated herein by reference from the
discussion responsive thereto under the caption "Share Ownership" in the
Company's Proxy Statement relating to the 2001 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The response to this item is incorporated herein by reference from the
discussion responsive thereto under the caption "Certain Relationships and
Related Transactions" in the Company's Proxy Statement relating to the 2001
Annual Meeting of Stockholders.

                                      -70-
   71

                                     PART IV

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

(A)     1.     FINANCIAL STATEMENTS

        The financial statements are listed under Part II, Item 8 of this
        Report.

        2.     FINANCIAL STATEMENT SCHEDULES

        The financial statement schedules are included under Part II, Item 8 of
        this Report.

        3.     EXHIBITS

        The exhibits are listed below under Part IV, Item 14(c) of this Report.

(B)     REPORTS ON FORM 8-K

        Reports on Form 8-K were filed with the Commission during the fourth
        quarter of 2000 to report the following items as of the dates indicated:

               Lamar Advertising filed a Current Report on Form 8-K, dated
               October 17, 2000 to file certain financial statements of
               Advantage Outdoor Company, LP, the wholly-owned subsidiary of
               Billboard Acquisition Company, LLC which Lamar Advertising
               acquired in May 2000.

               On November 16, 2000, Lamar Advertising filed a Current Report on
               Form 8-K in order to furnish certain exhibits for incorporation
               by reference into the Registration Statement on Form S-3 of Lamar
               Advertising Company previously filed with Securities and Exchange
               Commission (File No. 333-48288), which Registration Statement was
               declared effective by the Commission on November 2, 2000. Lamar
               Advertising Company filed an Underwriting Agreement dated
               November 15, 2000 between Lamar and Morgan Stanley & Co.
               Incorporated as Exhibit 1.2 to such Registration Statement and an
               opinion of Palmer & Dodge LLP, counsel to the Company, regarding
               the validity of 4,500,000 shares of the Company's Class A common
               stock, $.001 par value per share, to be sold by the Company
               pursuant to such Underwriting Agreement as Exhibit 5.2 to such
               Registration Statement.

                                      -71-

   72

                                INDEX TO EXHIBITS

Exhibit No.                  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 (Filed
         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    Amended and Restated Bylaws of the 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    Specimen certificate for the shares of Class A common stock of the
         Company. Previously filed as Exhibit 4.1 to the Company's Registration
         Statement on Form S-1 (File No. 333-05479), and incorporated herein by
         reference.

  4.2    Senior Secured Note dated May 19, 1993. Previously filed as Exhibit 4.1
         to the Company's Registration Statement on Form S-1 (File No.
         33-59624), and incorporated herein by reference.

  4.3    Indenture dated May 15, 1993 relating to the Company's 11% Senior
         Secured Notes due May 15, 2003. Previously filed as Exhibit 4.3 to the
         Company's Registration Statement on Form S-1 (File No. 33-59624), and
         incorporated herein by reference.

  4.4    First Supplemental Indenture dated July 30, 1996 relating to the
         Company's 11% Senior Secured Notes due May 15, 2003. Previously filed
         as Exhibit 4.5 to the Company's Registration Statement on Form S-1
         (File No. 333-05479), and incorporated herein by reference.

  4.5    Form of Second Supplemental Indenture in the form of an Amended and
         Restated Indenture dated November 8, 1996 relating to the Company's 11%
         Senior Secured Notes due May 15, 2003. Previously filed as Exhibit 4.1
         to the Company's Current Report on Form 8-K filed on November 15, 1996
         (File No. 1-12407), and incorporated herein by reference.

  4.6    Notice of Trustee dated November 8, 1996 with respect to the release of
         the security interest in the Trustee on behalf of the holders of the
         Company's 11% Senior Secured Notes due May 15, 2003. Previously filed
         as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on
         November 15, 1996 (File No. 1-12407), and incorporated herein by
         reference.

                                      -72-
   73

  4.7    Form of Subordinated Note. Previously filed as Exhibit 4.8 to the
         Company's Registration Statement on Form S-1 (File No. 333-05479), and
         incorporated herein by reference.

  4.8    Indenture dated as of November 15, 1996 between the Company, certain of
         its subsidiaries and State Street Bank and Trust Company, as trustee,
         relating to the Company's 9 5/8% Senior Subordinated Notes due 2006.
         Previously filed as Exhibit 4.11 to the Company's Registration
         Statement on Form S-3 (File No. 333-14789), and incorporated herein by
         reference.

  4.9    Form of 9 5/8% Senior Subordinated Note due 2006. Previously filed as
         Exhibit 4.12 to the Company's Registration Statement on Form S-3 (File
         No. 333-14789), and incorporated herein by reference.

  4.10   Form of 8 5/8% Senior Subordinated Note due 2007. Previously filed as
         Exhibit 4.10 to the Company's Annual Report on Form 10-K for fiscal
         year ended December 31, 1997, (File No. 1-12407), and incorporated
         herein by reference.

  4.11   Indenture dated as of September 25, 1997 between the Company, certain
         of its subsidiaries, and State Street Bank and Trust Company, as
         trustee, relating to the Company's 8 5/8% Senior Subordinated Notes due
         2007. Previously filed as Exhibit 4.2 to the Company's Current Report
         on Form 8-K filed on September 30, 1997 (File No. 1-12407), and
         incorporated herein by reference.

  4.12   Indenture dated August 15, 1997, relating to Outdoor Communications,
         Inc. 9 1/4% Senior Subordinated Notes. Previously filed as Exhibit 4.1
         to the Company's Quarterly Report on Form 10-Q for the period ended
         September 30, 1998, (File No. 1-12407) and incorporated herein by
         reference.

  4.13   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 October 1, 1998. Previously filed
         as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1998, (File No. 1-12407) and incorporated
         herein by reference.

  4.14   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 October 23, 1998. Previously
         filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for
         the period ended September 30, 1998, (File No. 1-12407) and
         incorporated herein by reference.

  4.15   Supplemental Indenture to the Indenture dated November 15, 1996 among
         the Company, certain of its subsidiaries and State Street Bank and
         Trust Company, as Trustee, dated October 23, 1998. Previously filed as
         Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1998, (File No. 1-12407) and incorporated
         herein by reference.

  4.16   Supplemental Indenture to the Indenture dated September 25, 1997 among
         the Company, certain of its subsidiaries and State Street Bank and
         Trust Company, as Trustee, dated October 23, 1998. Previously filed as
         Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1998, (File No. 1-12407) and incorporated
         herein by reference.

  4.17   Indenture dated as of August 10, 1999 between the Company and State
         Street Bank and Trust Company, as Trustee. Previously filed as Exhibit
         4.1 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.

  4.18   First Supplemental Indenture dated as of August 10, 1999 between the
         Company and State Street Bank and Trust Company, as Trustee. Previously
         filed as Exhibit 4.2 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.

  4.19   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 July 20, 1999. Previously filed as
         Exhibit 4.1 to Lamar Advertising

                                      -73-
   74

         Company's Quarterly Report on Form 10-Q for the period ended September
         30, 1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
         herein by reference.

  4.20   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 September 15, 1999. Previously
         filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.21   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 September 15, 1999. Previously
         filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.22   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 July 20, 1999. Previously filed as
         Exhibit 4.4 to Lamar Advertising Company's Quarterly Report on Form
         10-Q for the period ended September 30, 1999 (File No. 0-30242) filed
         on November 12, 1999 and incorporated herein by reference.

  4.23   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 July 20, 1999. Previously filed
         as Exhibit 4.5 to Lamar Advertising Company's Quarterly Report on Form
         10-Q for the period ended September 30, 1999 (File No. 0-30242) filed
         on November 12, 1999 and incorporated herein by reference.

  4.24   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 September 15, 1999. Previously
         filed as Exhibit 4.6 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.25   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 as of August 8, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising 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.

  4.26   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 as of August 8, 2000. Previously
         filed as Exhibit 4.8 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.27   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 as of August 8, 2000. Previously
         filed as Exhibit 4.9 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.28   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 December 23, 1999. Previously
         filed as Exhibit 4.28 to the Company's Annual Report on Form 10-K for
         fiscal year ended December 31, 1999, (File No. 0-30242), and
         incorporated herein by reference.

  4.29   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 December 23, 1999. Previously
         filed as Exhibit 4.29 to the Company's

                                      -74-
   75

         Annual Report on Form 10-K for fiscal year ended December 31, 1999,
         (File No. 0-30242), and incorporated herein by reference.

  4.30   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 December 23, 1999. Previously
         filed as Exhibit 4.30 to the Company's Annual Report on Form 10-K for
         fiscal year ended December 31, 1999, (File No. 0-30242), and
         incorporated herein by reference.

  4.31   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 as of August 8, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 14, 2000 and incorporated herein by reference.

  4.32   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 as of August 8, 2000. Previously
         filed as Exhibit 4.8 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 14, 2000 and incorporated herein by reference.

  4.33   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 as of August 8, 2000. Previously
         filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 14, 2000 and incorporated herein by reference.

  4.34   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 as of June 1, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising 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.

  4.35   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 as of June 30, 2000. Previously
         filed as Exhibit 4.1 to Lamar Advertising 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.

  4.36   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 as of June 1, 2000. Previously
         filed as Exhibit 4.2 to Lamar Advertising 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.

  4.37   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 as of March 2, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed
         on May 15, 2000 and incorporated herein by reference.

  4.38   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 as of March 2, 2000. Previously
         filed as Exhibit 4.1 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed
         on May 15, 2000 and incorporated herein by reference.

  4.39   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 as of March 2, 200. Previously
         filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed
         on May 14, 2000 and incorporated herein by reference.

                                      -75-
   76

  4.40   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 as of December 31, 2000. Filed
         herewith.

  4.41   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 as of December 31, 2000. Filed
         herewith.

  4.42   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 as of December 31, 2000. Filed
         herewith.

  10.1   Consulting Agreement dated July 1, 1996 between the Lamar Texas Limited
         Partnership and the Reilly Consulting Company, L.L.C., of which Kevin
         P. Reilly, Sr. is the manager. Previously filed as Exhibit 10.2 to the
         Company's Registration Statement on Form S-1 (File No. 33-05479), and
         incorporated herein by reference.

  10.2   Indenture dated as of September 24, 1986 relating to the Company's 8%
         Unsecured Subordinated Debentures. Previously filed as Exhibit 10.3 to
         the Company's Registration Statement on Form S-1 (File No. 33-59624),
         and incorporated herein by reference.

  10.3*  The Lamar Savings and Profit Sharing Plan Trust. Previously filed as
         Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File
         No. 33-59624), and incorporated herein by reference.

  10.4   Trust under The Lamar Corporation, its Affiliates and Subsidiaries
         Deferred Compensation Plan dated October 3, 1993. Previously filed as
         Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
         fiscal year ended October 31, 1995 (File No. 33-59624), and
         incorporated herein by reference.

  10.5*  1996 Equity Incentive Plan. Previously filed as Exhibit 10.2 to the
         Company's Quarterly Report on Form 10-Q (File No. 0-30242), for the
         period ended June 30, 2000 filed on August 11, 2000 and incorporated
         herein by reference.

  10.6   Bank Credit Agreement dated December 18, 1996 between the Company,
         certain of its subsidiaries, the lenders party thereto and The Chase
         Manhattan Bank, as administrative agent. Previously filed as Exhibit
         10.18 to the Company's Annual Report on Form 10-K for the fiscal year
         ended October 31, 1996 (File No. 1-12407), and incorporated herein by
         reference.

  10.7   Amendment No. 1 to the Bank Credit Agreement dated as of March 31, 1997
         between the Company, the Subsidiary Guarantors party thereto, the
         Lenders party thereto and the Chase Manhattan Bank, as administrative
         agent. Previously filed as Exhibit 10.1 to the Company's Quarterly
         Report on Form 10-Q for the period ended March 31, 1997 (File No.
         1-12407), and incorporated herein by reference.

  10.8   Amendment No. 2 to the Bank Credit Agreement dated as of September 12,
         1997 between the Company, certain of its subsidiaries, the lenders
         party thereto and The Chase Manhattan Bank, as administrative agent.
         Previously filed as Exhibit 10.2 to the Company's Current Report on
         Form 8-K filed on September 30, 1997 (File No. 1-12407), and
         incorporated herein by reference.

  10.9   Amendment No. 3 to the Bank Credit Agreement dated as of December 31,
         1997 between the Company, certain of its subsidiaries, the lenders
         party thereto and The Chase Manhattan Bank, as administrative agent.
         Previously filed as Exhibit 10.9 to the Company's Annual Report on Form
         10-K for fiscal year ended December 31, 1997, (File No. 1-12407), and
         incorporated herein by reference.

  10.10  Contract to Sell and Purchase, dated as of October 9, 1996, between the
         Company and Outdoor East L.P. Previously filed as Exhibit 10.16 to the
         Company's Registration Statement on Form S-3 (File No. 333-14677), and
         incorporated herein by reference.

  10.11  Stock Purchase Agreement, dated as of September 25, 1996, between the
         Company and the shareholders of FKM Advertising, Co., Inc. Previously
         filed as Exhibit 10.17 to the Company's Registration Statement on Form
         S-3 (File No. 333-14677), and incorporated herein by reference.

                                      -76-
   77

  10.12  Stock Purchase Agreement dated as of February 7, 1997 between the
         Company and the stockholders of Penn Advertising, Inc. named therein.
         Previously filed as Exhibit 2.1 to the Company's Current Report on Form
         8-K filed on April 14, 1997 (File No. 1-12407), and incorporated herein
         by reference.

  10.13  Asset Purchase Agreement dated as of August 15, 1997 between The Lamar
         Corporation and Outdoor Systems, Inc. Previously filed as Exhibit 2.1
         to the Company's Current Report on Form 8-K filed on August 27, 1997
         (File No. 1-12407), and incorporated herein by reference.

  10.14  Bank Credit Agreement dated July 16, 1998, between the Company, certain
         of its subsidiaries, the lenders party thereto and The Chase Manhattan
         Bank, as administrative agent. Previously filed as Exhibit 10.1 to the
         Company's Quarterly Report on Form 10-Q for the period ended June 30,
         1998, (File No. 0-020833), and incorporated herein by reference.

  10.15  Amendment No. 1 to the Amended and Restated Bank Credit Agreement dated
         September 15, 1998, between the Company, certain of its subsidiaries,
         the lenders party thereto and The Chase Manhattan Bank, as
         administrative agent. Previously filed as Exhibit 10.4 to the Company's
         Quarterly Report on Form 10-Q for the period ended September 30, 1998
         (File No. 0-20833) and incorporated herein by reference.

  10.16  Stock Purchase Agreement dated as of October 1, 1998, between the
         Company and the stockholders of Outdoor Communications, Inc. named
         therein. Previously filed as Exhibit 2.1 to the Company's Current
         Report on Form 8-K filed on October 15, 1998 (File No. 0-20833), and
         incorporated herein by reference.

  10.17  Amendment No. 4 to Credit Agreement dated as of March 31, 1998, between
         Lamar Advertising Company, certain of its subsidiaries, the lenders
         party thereto and The Chase Manhattan Bank, as administrative agent.
         Previously filed as Exhibit 10.1 to the Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 1998 (File No. 1-12407), and
         incorporated herein by reference.

  10.18  Second Amended and Restated Stock Purchase Agreement dated as of August
         11, 1999 among the Company, Lamar Media Corp., Chancellor Media
         Corporation of Los Angeles and Chancellor Mezzanine Holdings
         Corporation. Previously filed as Appendix A to the Company's Schedule
         14C Information Statement filed on August 13, 1999 and incorporated
         herein by reference. Pursuant to Item 601(b)(2) of Regulation S-K, the
         Schedules and Annexes A and B referred to in the Second Amended and
         Restated Stock Purchase Agreement are omitted. The Company hereby
         undertakes to furnish supplementary a copy of any omitted Schedule or
         Annex to the Commission upon request.

  10.19  Bank Credit Agreement dated August 13, 1999, between Lamar Media Corp.,
         certain of its subsidiaries, the lenders party thereto and The Chase
         Manhattan Bank, as administrative agent. Previously filed as Exhibit
         10.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q for
         the period ended September 30, 1999 (File No. 0-30242) filed on
         November 12, 1999 and incorporated herein by reference.

  10.20  Stockholders Agreement dated as of September 15, 1999 by and among
         Lamar Advertising Company, Chancellor Media Corporation of Los Angeles,
         Chancellor Mezzanine Holdings Corporation and the Reilly Family Limited
         Partnership. Previously filed as Exhibit 10.2 to Lamar Advertising
         Company's Quarterly Report on Form 10-Q for the period ended September
         30, 1999 (File No. 0-030242) filed on November 12, 1999 and
         incorporated herein by reference.

  10.21  Amended and Restated Registration Rights Agreement dated as of July 19,
         2000 among Lamar Advertising Company, AMFM Operating Inc., AMFM
         Holdings Inc. and Clear Channel Communications, Inc. Previously filed
         as Exhibit 10.3 to Lamar Advertising Company's Current Report on Form
         8-K (File No. 0-030242) filed on August 31, 2000 and incorporated
         herein by reference.

  10.22  Assumption Agreement dated as of July 20, 1999 is by and among Lamar
         Advertising Company, Lamar Media Corp., and the direct and indirect
         subsidiaries of such corporations. Previously filed as Exhibit 10.4 to
         Lamar Advertising Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1999 (File No. 0-030242) filed on November
         12, 1999 and incorporated herein by reference.

                                      -77-
   78

  10.23  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Lamar Florida, Inc. in favor of The Chase Manhattan
         Bank, as Administrative Agent dated December 23, 1999. Previously filed
         as Exhibit 10.23 to the Company's Annual Report on Form 10-K for fiscal
         year ended December 31, 1999, (File No. 1-12407), and incorporated
         herein by reference.

  10.24* 2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10.3 to
         Lamar Advertising 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.

  10.25  Series A-1 Incremental Loan Agreement among Lamar Advertising Company,
         Lamar Media Corp. and certain of its subsidiaries, the Series A-1
         Lenders and the Chase Manhattan Bank, as Administrative Agent, dated as
         of May 31, 2000. Previously filed as exhibit 10.4 to Lamar Advertising
         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.

  10.26  Series A-2 and B-1 Incremental Loan Agreement among Lamar Advertising
         Company, Lamar Media Corp. and certain of its subsidiaries, the Series
         A-2 and B-1 Lenders and the Chase Manhattan Bank, as Administrative
         Agent, dated as of June 22, 2000. Previously filed as exhibit 10.4 to
         Lamar Advertising 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.

  10.27  Amendment No. 1 to Credit Agreement and Guaranty and Pledge Agreement
         dated as of April 10, 2000 in respect of (i) the Credit Agreement dated
         as of August 13, 1999 between Lamar Media Corp., the Subsidiary
         Guarantors party thereto, the lenders party thereto, and The Chase
         Manhattan Bank, as Administrative Agent, and (ii) the Guaranty and
         Pledge Agreement dated as of September 15, 1999 between Lamar
         Advertising Company and The Chase Manhattan Bank. Filed herewith.

  10.28  Amendment No. 2 to Credit Agreement and Guaranty and Pledge Agreement
         dated as of January 30, 2001 in respect of (i) the Credit Agreement
         dated as of August 13, 1999 between Lamar Media Corp., the Subsidiary
         Guarantors party thereto, the lenders party thereto, and The Chase
         Manhattan Bank, as Administrative Agent, and (ii) the Guaranty and
         Pledge Agreement dated as of September 15, 1999 between Lamar
         Advertising Company and The Chase Manhattan Bank. Filed herewith.

  10.29  First Amendment to Stockholders Agreement by and among Lamar
         Advertising Company, AMFM Operating, Inc., AMFM Holdings, Inc., Clear
         Channel Communications, Inc. and the Reilly Family Limited Partnership,
         dated July 19, 2000. Previously filed as exhibit 10.1 to the Company's
         Current Report on Form 8-K filed on August 31, 2000, and incorporated
         herein by reference.

  10.30  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Lamar Ohio Outdoor Holding Corp. in favor of The
         Chase Manhattan Bank, as Administrative Agent dated September 13, 2000.
         Previously filed as Exhibit 10.1 to the Company's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 2000, (File No. 0-30242)
         filed on November 14, 2000, and incorporated herein by reference.

  10.31  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Outdoor West, Inc. of Georgia and Outdoor West, Inc.
         of Tennessee in favor of The Chase Manhattan Bank, as Administrative
         Agent dated December 23, 1999. Previously filed as Exhibit 10.1 to the
         Company's Quarterly Report on Form 10-Q for quarter ended June 30,
         2000, (File No. 0-30242) filed on August 11, 2000, and incorporated
         herein by reference.

  10.32  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Lamar Advan, Inc. in favor of The Chase Manhattan
         Bank, as Administrative Agent dated March 2, 2000. Previously filed as
         Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter
         ended March 31, 2000, (File No. 0-30242) filed on May 15, 2000, and
         incorporated herein by reference.

  10.33  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Texas Logos, L.P., in favor of The Chase Manhattan
         Bank, as Administrative Agent dated December 31, 2000. Filed herewith.

                                      -78-
   79

  11.1   Statement regarding computation of per share earnings. Filed herewith.

  21.1   Subsidiaries of the Company. Filed herewith.

  23.1   Consent of KPMG LLP. Filed herewith.

  *      Management contract or compensatory plan or arrangement in which the
         executive officers or directors of the Company participate.

                                      -79-
   80

                                   SIGNATURES

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

                                       LAMAR ADVERTISING COMPANY

March 23, 2001                         By: /s/ Kevin P. Reilly, Jr.
                                           ---------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

        Signature                                  Title                         Date
        ---------                                  -----                         ----

/s/ Kevin P. Reilly, Jr.            Chief Executive Officer and Director        3/23/01
- ------------------------------
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                  Chief Financial and Accounting Officer      3/23/01
- ------------------------------      and Director
Keith A. Istre

/s/ Charles W. Lamar, III           Director                                    3/23/01
- ------------------------------
Charles W. Lamar, III

/s/ Gerald H. Marchand              Director                                    3/23/01
- ------------------------------
Gerald H. Marchand

/s/ T. Everett Stewart, Jr.         Director                                    3/23/01
- ------------------------------
T. Everett Stewart, Jr.

/s/ Sean E. Reilly                  Director                                    3/23/01
- ------------------------------
Sean E. Reilly

/s/ Stephen P. Mumblow              Director                                    3/23/01
- ------------------------------
Stephen P. Mumblow

/s/ John Maxwell Hamilton           Director                                    3/23/01
- ------------------------------
John Maxwell Hamilton

/s/ Thomas Reifenheiser             Director                                    3/23/01
- ------------------------------
Thomas Reifenheiser

                                      -80-

   81

                                   SIGNATURES

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

                                       LAMAR MEDIA CORP.

March 23, 2001                         By: /s/ Kevin P. Reilly, Jr.
                                           ---------------------------------
                                       Kevin P. Reilly, Jr.
                                       President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

        Signature                                  Title                           Date
        ---------                                  -----                           ----

/s/ Kevin P. Reilly, Jr.             Chief Executive Officer and Director         3/23/01
- ------------------------------
Kevin P. Reilly, Jr.

/s/ Keith A. Istre                   Chief Financial and Accounting Officer       3/23/01
- ------------------------------       and Director
Keith A. Istre

/s/ Charles W. Lamar, III            Director                                     3/23/01
- ------------------------------
Charles W. Lamar, III

/s/ Gerald W. Marchand               Director                                     3/23/01
- ------------------------------
Gerald W. Marchand

/s/ T. Everett Stewart, Jr.          Director                                     3/23/01
- ------------------------------
T. Everett Stewart, Jr.

/s/ Sean E. Reilly                   Director                                     3/23/01
- ------------------------------
Sean E. Reilly

/s/ Stephen P. Mumblow               Director                                     3/23/01
- ------------------------------
Stephen P. Mumblow

                                      -81-

   82

                                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 (Filed
         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    Amended and Restated Bylaws of the 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    Specimen certificate for the shares of Class A common stock of the
         Company. Previously filed as Exhibit 4.1 to the Company's Registration
         Statement on Form S-1 (File No. 333-05479), and incorporated herein by
         reference.

  4.2    Senior Secured Note dated May 19, 1993. Previously filed as Exhibit 4.1
         to the Company's Registration Statement on Form S-1 (File No.
         33-59624), and incorporated herein by reference.

  4.3    Indenture dated May 15, 1993 relating to the Company's 11% Senior
         Secured Notes due May 15, 2003. Previously filed as Exhibit 4.3 to the
         Company's Registration Statement on Form S-1 (File No. 33-59624), and
         incorporated herein by reference.

  4.4    First Supplemental Indenture dated July 30, 1996 relating to the
         Company's 11% Senior Secured Notes due May 15, 2003. Previously filed
         as Exhibit 4.5 to the Company's Registration Statement on Form S-1
         (File No. 333-05479), and incorporated herein by reference.

  4.5    Form of Second Supplemental Indenture in the form of an Amended and
         Restated Indenture dated November 8, 1996 relating to the Company's 11%
         Senior Secured Notes due May 15, 2003. Previously filed as Exhibit 4.1
         to the Company's Current Report on Form 8-K filed on November 15, 1996
         (File No. 1-12407), and incorporated herein by reference.

  4.6    Notice of Trustee dated November 8, 1996 with respect to the release of
         the security interest in the Trustee on behalf of the holders of the
         Company's 11% Senior Secured Notes due May 15, 2003. Previously filed
         as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on
         November 15, 1996 (File No. 1-12407), and incorporated herein by
         reference.

   83

      
  4.7    Form of Subordinated Note. Previously filed as Exhibit 4.8 to the
         Company's Registration Statement on Form S-1 (File No. 333-05479), and
         incorporated herein by reference.

  4.8    Indenture dated as of November 15, 1996 between the Company, certain of
         its subsidiaries and State Street Bank and Trust Company, as trustee,
         relating to the Company's 9 5/8% Senior Subordinated Notes due 2006.
         Previously filed as Exhibit 4.11 to the Company's Registration
         Statement on Form S-3 (File No. 333-14789), and incorporated herein by
         reference.

  4.9    Form of 9 5/8% Senior Subordinated Note due 2006. Previously filed as
         Exhibit 4.12 to the Company's Registration Statement on Form S-3 (File
         No. 333-14789), and incorporated herein by reference.

  4.10   Form of 8 5/8% Senior Subordinated Note due 2007. Previously filed as
         Exhibit 4.10 to the Company's Annual Report on Form 10-K for fiscal
         year ended December 31, 1997, (File No. 1-12407), and incorporated
         herein by reference.

  4.11   Indenture dated as of September 25, 1997 between the Company, certain
         of its subsidiaries, and State Street Bank and Trust Company, as
         trustee, relating to the Company's 8 5/8% Senior Subordinated Notes due
         2007. Previously filed as Exhibit 4.2 to the Company's Current Report
         on Form 8-K filed on September 30, 1997 (File No. 1-12407), and
         incorporated herein by reference.

  4.12   Indenture dated August 15, 1997, relating to Outdoor Communications,
         Inc. 9 1/4% Senior Subordinated Notes. Previously filed as Exhibit 4.1
         to the Company's Quarterly Report on Form 10-Q for the period ended
         September 30, 1998, (File No. 1-12407) and incorporated herein by
         reference.

  4.13   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 October 1, 1998. Previously filed
         as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1998, (File No. 1-12407) and incorporated
         herein by reference.

  4.14   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 October 23, 1998. Previously
         filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for
         the period ended September 30, 1998, (File No. 1-12407) and
         incorporated herein by reference.

  4.15   Supplemental Indenture to the Indenture dated November 15, 1996 among
         the Company, certain of its subsidiaries and State Street Bank and
         Trust Company, as Trustee, dated October 23, 1998. Previously filed as
         Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1998, (File No. 1-12407) and incorporated
         herein by reference.

  4.16   Supplemental Indenture to the Indenture dated September 25, 1997 among
         the Company, certain of its subsidiaries and State Street Bank and
         Trust Company, as Trustee, dated October 23, 1998. Previously filed as
         Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1998, (File No. 1-12407) and incorporated
         herein by reference.

  4.17   Indenture dated as of August 10, 1999 between the Company and State
         Street Bank and Trust Company, as Trustee. Previously filed as Exhibit
         4.1 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.

  4.18   First Supplemental Indenture dated as of August 10, 1999 between the
         Company and State Street Bank and Trust Company, as Trustee. Previously
         filed as Exhibit 4.2 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.

  4.19   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 July 20, 1999. Previously filed as
         Exhibit 4.1 to Lamar Advertising

   84

      
         Company's Quarterly Report on Form 10-Q for the period ended September
         30, 1999 (File No. 0-30242) filed on November 12, 1999 and incorporated
         herein by reference.

  4.20   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 September 15, 1999. Previously
         filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.21   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 September 15, 1999. Previously
         filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.22   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 July 20, 1999. Previously filed as
         Exhibit 4.4 to Lamar Advertising Company's Quarterly Report on Form
         10-Q for the period ended September 30, 1999 (File No. 0-30242) filed
         on November 12, 1999 and incorporated herein by reference.

  4.23   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 July 20, 1999. Previously filed
         as Exhibit 4.5 to Lamar Advertising Company's Quarterly Report on Form
         10-Q for the period ended September 30, 1999 (File No. 0-30242) filed
         on November 12, 1999 and incorporated herein by reference.

  4.24   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 September 15, 1999. Previously
         filed as Exhibit 4.6 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.25   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 as of August 8, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising 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.

  4.26   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 as of August 8, 2000. Previously
         filed as Exhibit 4.8 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.27   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 as of August 8, 2000. Previously
         filed as Exhibit 4.9 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 12, 1999 and incorporated herein by reference.

  4.28   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 December 23, 1999. Previously
         filed as Exhibit 4.28 to the Company's Annual Report on Form 10-K for
         fiscal year ended December 31, 1999, (File No. 0-30242), and
         incorporated herein by reference.

  4.29   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 December 23, 1999. Previously
         filed as Exhibit 4.29 to the Company's

   85

      
         Annual Report on Form 10-K for fiscal year ended December 31, 1999,
         (File No. 0-30242), and incorporated herein by reference.

  4.30   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 December 23, 1999. Previously
         filed as Exhibit 4.30 to the Company's Annual Report on Form 10-K for
         fiscal year ended December 31, 1999, (File No. 0-30242), and
         incorporated herein by reference.

  4.31   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 as of August 8, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 14, 2000 and incorporated herein by reference.

  4.32   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 as of August 8, 2000. Previously
         filed as Exhibit 4.8 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 14, 2000 and incorporated herein by reference.

  4.33   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 as of August 8, 2000. Previously
         filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended September 30, 1999 (File No. 0-30242)
         filed on November 14, 2000 and incorporated herein by reference.

  4.34   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 as of June 1, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising 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.

  4.35   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 as of June 30, 2000. Previously
         filed as Exhibit 4.1 to Lamar Advertising 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.

  4.36   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 as of June 1, 2000. Previously
         filed as Exhibit 4.2 to Lamar Advertising 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.

  4.37   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 as of March 2, 2000. Previously
         filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed
         on May 15, 2000 and incorporated herein by reference.

  4.38   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 as of March 2, 2000. Previously
         filed as Exhibit 4.1 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed
         on May 15, 2000 and incorporated herein by reference.

  4.39   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 as of March 2, 200. Previously
         filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed
         on May 14, 2000 and incorporated herein by reference.

   86

      
  4.40   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 as of December 31, 2000. Filed
         herewith.

  4.41   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 as of December 31, 2000. Filed
         herewith.

  4.42   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 as of December 31, 2000. Filed
         herewith.

  10.1   Consulting Agreement dated July 1, 1996 between the Lamar Texas Limited
         Partnership and the Reilly Consulting Company, L.L.C., of which Kevin
         P. Reilly, Sr. is the manager. Previously filed as Exhibit 10.2 to the
         Company's Registration Statement on Form S-1 (File No. 33-05479), and
         incorporated herein by reference.

  10.2   Indenture dated as of September 24, 1986 relating to the Company's 8%
         Unsecured Subordinated Debentures. Previously filed as Exhibit 10.3 to
         the Company's Registration Statement on Form S-1 (File No. 33-59624),
         and incorporated herein by reference.

  10.3*  The Lamar Savings and Profit Sharing Plan Trust. Previously filed as
         Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File
         No. 33-59624), and incorporated herein by reference.

  10.4   Trust under The Lamar Corporation, its Affiliates and Subsidiaries
         Deferred Compensation Plan dated October 3, 1993. Previously filed as
         Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
         fiscal year ended October 31, 1995 (File No. 33-59624), and
         incorporated herein by reference.

  10.5*  1996 Equity Incentive Plan. Previously filed as Exhibit 10.2 to the
         Company's Quarterly Report on Form 10-Q (File No. 0-30242), for the
         period ended June 30, 2000 filed on August 11, 2000 and incorporated
         herein by reference.

  10.6   Bank Credit Agreement dated December 18, 1996 between the Company,
         certain of its subsidiaries, the lenders party thereto and The Chase
         Manhattan Bank, as administrative agent. Previously filed as Exhibit
         10.18 to the Company's Annual Report on Form 10-K for the fiscal year
         ended October 31, 1996 (File No. 1-12407), and incorporated herein by
         reference.

  10.7   Amendment No. 1 to the Bank Credit Agreement dated as of March 31, 1997
         between the Company, the Subsidiary Guarantors party thereto, the
         Lenders party thereto and the Chase Manhattan Bank, as administrative
         agent. Previously filed as Exhibit 10.1 to the Company's Quarterly
         Report on Form 10-Q for the period ended March 31, 1997 (File No.
         1-12407), and incorporated herein by reference.

  10.8   Amendment No. 2 to the Bank Credit Agreement dated as of September 12,
         1997 between the Company, certain of its subsidiaries, the lenders
         party thereto and The Chase Manhattan Bank, as administrative agent.
         Previously filed as Exhibit 10.2 to the Company's Current Report on
         Form 8-K filed on September 30, 1997 (File No. 1-12407), and
         incorporated herein by reference.

  10.9   Amendment No. 3 to the Bank Credit Agreement dated as of December 31,
         1997 between the Company, certain of its subsidiaries, the lenders
         party thereto and The Chase Manhattan Bank, as administrative agent.
         Previously filed as Exhibit 10.9 to the Company's Annual Report on Form
         10-K for fiscal year ended December 31, 1997, (File No. 1-12407), and
         incorporated herein by reference.

  10.10  Contract to Sell and Purchase, dated as of October 9, 1996, between the
         Company and Outdoor East L.P. Previously filed as Exhibit 10.16 to the
         Company's Registration Statement on Form S-3 (File No. 333-14677), and
         incorporated herein by reference.

  10.11  Stock Purchase Agreement, dated as of September 25, 1996, between the
         Company and the shareholders of FKM Advertising, Co., Inc. Previously
         filed as Exhibit 10.17 to the Company's Registration Statement on Form
         S-3 (File No. 333-14677), and incorporated herein by reference.

   87

      
  10.12  Stock Purchase Agreement dated as of February 7, 1997 between the
         Company and the stockholders of Penn Advertising, Inc. named therein.
         Previously filed as Exhibit 2.1 to the Company's Current Report on Form
         8-K filed on April 14, 1997 (File No. 1-12407), and incorporated herein
         by reference.

  10.13  Asset Purchase Agreement dated as of August 15, 1997 between The Lamar
         Corporation and Outdoor Systems, Inc. Previously filed as Exhibit 2.1
         to the Company's Current Report on Form 8-K filed on August 27, 1997
         (File No. 1-12407), and incorporated herein by reference.

  10.14  Bank Credit Agreement dated July 16, 1998, between the Company, certain
         of its subsidiaries, the lenders party thereto and The Chase Manhattan
         Bank, as administrative agent. Previously filed as Exhibit 10.1 to the
         Company's Quarterly Report on Form 10-Q for the period ended June 30,
         1998, (File No. 0-020833), and incorporated herein by reference.

  10.15  Amendment No. 1 to the Amended and Restated Bank Credit Agreement dated
         September 15, 1998, between the Company, certain of its subsidiaries,
         the lenders party thereto and The Chase Manhattan Bank, as
         administrative agent. Previously filed as Exhibit 10.4 to the Company's
         Quarterly Report on Form 10-Q for the period ended September 30, 1998
         (File No. 0-20833) and incorporated herein by reference.

  10.16  Stock Purchase Agreement dated as of October 1, 1998, between the
         Company and the stockholders of Outdoor Communications, Inc. named
         therein. Previously filed as Exhibit 2.1 to the Company's Current
         Report on Form 8-K filed on October 15, 1998 (File No. 0-20833), and
         incorporated herein by reference.

  10.17  Amendment No. 4 to Credit Agreement dated as of March 31, 1998, between
         Lamar Advertising Company, certain of its subsidiaries, the lenders
         party thereto and The Chase Manhattan Bank, as administrative agent.
         Previously filed as Exhibit 10.1 to the Company's Quarterly Report on
         Form 10-Q for the period ended March 31, 1998 (File No. 1-12407), and
         incorporated herein by reference.

  10.18  Second Amended and Restated Stock Purchase Agreement dated as of August
         11, 1999 among the Company, Lamar Media Corp., Chancellor Media
         Corporation of Los Angeles and Chancellor Mezzanine Holdings
         Corporation. Previously filed as Appendix A to the Company's Schedule
         14C Information Statement filed on August 13, 1999 and incorporated
         herein by reference. Pursuant to Item 601(b)(2) of Regulation S-K, the
         Schedules and Annexes A and B referred to in the Second Amended and
         Restated Stock Purchase Agreement are omitted. The Company hereby
         undertakes to furnish supplementary a copy of any omitted Schedule or
         Annex to the Commission upon request.

  10.19  Bank Credit Agreement dated August 13, 1999, between Lamar Media Corp.,
         certain of its subsidiaries, the lenders party thereto and The Chase
         Manhattan Bank, as administrative agent. Previously filed as Exhibit
         10.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q for
         the period ended September 30, 1999 (File No. 0-30242) filed on
         November 12, 1999 and incorporated herein by reference.

  10.20  Stockholders Agreement dated as of September 15, 1999 by and among
         Lamar Advertising Company, Chancellor Media Corporation of Los Angeles,
         Chancellor Mezzanine Holdings Corporation and the Reilly Family Limited
         Partnership. Previously filed as Exhibit 10.2 to Lamar Advertising
         Company's Quarterly Report on Form 10-Q for the period ended September
         30, 1999 (File No. 0-030242) filed on November 12, 1999 and
         incorporated herein by reference.

  10.21  Amended and Restated Registration Rights Agreement dated as of July 19,
         2000 among Lamar Advertising Company, AMFM Operating Inc., AMFM
         Holdings Inc. and Clear Channel Communications, Inc. Previously filed
         as Exhibit 10.3 to Lamar Advertising Company's Current Report on Form
         8-K (File No. 0-030242) filed on August 31, 2000 and incorporated
         herein by reference.

  10.22  Assumption Agreement dated as of July 20, 1999 is by and among Lamar
         Advertising Company, Lamar Media Corp., and the direct and indirect
         subsidiaries of such corporations. Previously filed as Exhibit 10.4 to
         Lamar Advertising Company's Quarterly Report on Form 10-Q for the
         period ended September 30, 1999 (File No. 0-030242) filed on November
         12, 1999 and incorporated herein by reference.

   88

  10.23  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Lamar Florida, Inc. in favor of The Chase Manhattan
         Bank, as Administrative Agent dated December 23, 1999. Previously filed
         as Exhibit 10.23 to the Company's Annual Report on Form 10-K for fiscal
         year ended December 31, 1999, (File No. 1-12407), and incorporated
         herein by reference.

  10.24* 2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10.3 to
         Lamar Advertising 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.

  10.25  Series A-1 Incremental Loan Agreement among Lamar Advertising Company,
         Lamar Media Corp. and certain of its subsidiaries, the Series A-1
         Lenders and the Chase Manhattan Bank, as Administrative Agent, dated as
         of May 31, 2000. Previously filed as exhibit 10.4 to Lamar Advertising
         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.

  10.26  Series A-2 and B-1 Incremental Loan Agreement among Lamar Advertising
         Company, Lamar Media Corp. and certain of its subsidiaries, the Series
         A-2 and B-1 Lenders and the Chase Manhattan Bank, as Administrative
         Agent, dated as of June 22, 2000. Previously filed as exhibit 10.4 to
         Lamar Advertising 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.

  10.27  Amendment No. 1 to Credit Agreement and Guaranty and Pledge Agreement
         dated as of April 10, 2000 in respect of (i) the Credit Agreement dated
         as of August 13, 1999 between Lamar Media Corp., the Subsidiary
         Guarantors party thereto, the lenders party thereto, and The Chase
         Manhattan Bank, as Administrative Agent, and (ii) the Guaranty and
         Pledge Agreement dated as of September 15, 1999 between Lamar
         Advertising Company and The Chase Manhattan Bank. Filed herewith.

  10.28  Amendment No. 2 to Credit Agreement and Guaranty and Pledge Agreement
         dated as of January 30, 2001 in respect of (i) the Credit Agreement
         dated as of August 13, 1999 between Lamar Media Corp., the Subsidiary
         Guarantors party thereto, the lenders party thereto, and The Chase
         Manhattan Bank, as Administrative Agent, and (ii) the Guaranty and
         Pledge Agreement dated as of September 15, 1999 between Lamar
         Advertising Company and The Chase Manhattan Bank. Filed herewith.

  10.29  First Amendment to Stockholders Agreement by and among Lamar
         Advertising Company, AMFM Operating, Inc., AMFM Holdings, Inc., Clear
         Channel Communications, Inc. and the Reilly Family Limited Partnership,
         dated July 19, 2000. Previously filed as exhibit 10.1 to the Company's
         Current Report on Form 8-K filed on August 31, 2000, and incorporated
         herein by reference.

  10.30  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Lamar Ohio Outdoor Holding Corp. in favor of The
         Chase Manhattan Bank, as Administrative Agent dated September 13, 2000.
         Previously filed as Exhibit 10.1 to the Company's Quarterly Report on
         Form 10-Q for the quarter ended September 30, 2000, (File No. 0-30242)
         filed on November 14, 2000, and incorporated herein by reference.

  10.31  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Outdoor West, Inc. of Georgia and Outdoor West, Inc.
         of Tennessee in favor of The Chase Manhattan Bank, as Administrative
         Agent dated December 23, 1999. Previously filed as Exhibit 10.1 to the
         Company's Quarterly Report on Form 10-Q for quarter ended June 30,
         2000, (File No. 0-30242) filed on August 11, 2000, and incorporated
         herein by reference.

  10.32  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Lamar Advan, Inc. in favor of The Chase Manhattan
         Bank, as Administrative Agent dated March 2, 2000. Previously filed as
         Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter
         ended March 31, 2000, (File No. 0-30242) filed on May 15, 2000, and
         incorporated herein by reference.

  10.33  Joinder Agreement to the Lamar Media Corp. Credit Agreement dated
         August 13, 1999 by Texas Logos, L.P., in favor of The Chase Manhattan
         Bank, as Administrative Agent dated December 31, 2000. Filed herewith.

   89

      
  11.1   Statement regarding computation of per share earnings. Filed herewith.

  21.1   Subsidiaries of the Company. Filed herewith.

  23.1   Consent of KPMG LLP. Filed herewith.

*        Management contract or compensatory plan or arrangement in which the
         executive officers or directors of the Company participate.
   1
                                                                    EXHIBIT 4.40

                             SUPPLEMENTAL INDENTURE

                                       OF

                                    GUARANTOR

         THIS SUPPLEMENTAL INDENTURE dated as of December 31, 2000, 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.

   2

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

                                   Guarantor:

                                   TEXAS LOGOS, L.P.
                                   a Texas Limited Partnership

                                   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

Attest:

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

Accepted:

STATE STREET BANK AND TRUST
         COMPANY, as Trustee

By:      /s/ Andrew L. Sciorz
   ----------------------------------

Title:   Assistant Vice President
      -------------------------------

                                       2
   1
                                                                    EXHIBIT 4.41

                             SUPPLEMENTAL INDENTURE

                                       OF

                                   GUARANTORS

         THIS SUPPLEMENTAL INDENTURE dated as of December 31, 2000 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.

   2

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

                                   Guarantor:

                                   TEXAS LOGOS, L.P.
                                   a Texas Limited Partnership

                                   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
Attest:

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

Accepted:

STATE STREET BANK AND TRUST
         COMPANY, as Trustee

By:      /s/ Andrew L. Sciorz
   ----------------------------------

Title:   Assistant Vice President
      -------------------------------

                                       2
   1
                                                                    EXHIBIT 4.42

                             SUPPLEMENTAL INDENTURE

                       TO INDENTURE DATED AUGUST 15, 1997

         THIS SUPPLEMENTAL INDENTURE dated as of December 31, 2000, 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.

   2

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

                                   Guarantor:

                                   TEXAS LOGOS, L.P.
                                   a Texas Limited Partnership

                                   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

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
   1
                                                                   EXHIBIT 10.27
                                                                [Execution copy]

                       AMENDMENT NO. 1 TO CREDIT AGREEMENT
                        AND GUARANTY AND PLEDGE AGREEMENT

               AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY AND PLEDGE
AGREEMENT dated as of April 10, 2000 in respect of (i) the Credit Agreement
dated as of August 13, 1999 (the "Credit Agreement") between Lamar Media Corp.
(the "Borrower"), the Subsidiary Guarantors party thereto, the lenders party
thereto, and The Chase Manhattan Bank, as Administrative Agent (in such
capacity, the "Administrative Agent"), and (ii) the Guaranty and Pledge
Agreement dated as of September 15, 1999 (the "Holdings Guaranty and Pledge
Agreement") between Lamar Advertising Company ("Holdings") and the
Administrative Agent.

               The Borrower and Holdings have requested that the Administrative
Agent consent to certain amendments to the Credit Agreement and the Holdings
Guaranty and Pledge 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 amendments 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. Amendment. 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, the Credit Agreement,
and the Holdings Guaranty and Pledge Agreement shall be amended as follows:

               2.01. General. References in the Credit Agreement and the
Holdings Guaranty and Pledge Agreement, respectively (including references to
the Credit Agreement and the Holdings Guaranty and Pledge Agreement as amended
hereby) to "this Agreement" (and indirect references such as "hereunder",
"hereby", "herein" and "hereof") shall be deemed to be references to the Credit
Agreement and the Holdings Guaranty and Pledge Agreement, respectively, as
amended hereby.

               2.02. Amendment to Credit Agreement. Clause (v) of Section
7.05(a) of the Credit Agreement is hereby amended in its entirety to read as
follows:

               "(v) Investments consisting of (x) loans made by the Borrower
         to any Special Acquisition Subsidiary (as defined in the Holdings
         Guaranty and Pledge Agreement), so long as (A) such loan is made to
         such Special Acquisition Subsidiary to enable the repayment of
         Indebtedness assumed in connection with the acquisition referred to in
         clause (b) of Article V of the Holdings Guaranty and Pledge Agreement,
         (B) no such loan shall be outstanding for a period of more than five
         Business Days unless, prior to the exploration of such period, such
         Special Acquisition Subsidiary shall have been contributed to the
         Borrower and become a Wholly Owned Subsidiary of the Borrower and (C)
         the aggregate principal amount of all such loans outstanding at any one
         time to

                                 Amendment No. 1

   2

                                      -2-

         all Special Acquisition Subsidiaries shall not exceed $100,000,000 and
         (y) other Investments in Affiliates not exceeding $15,000,000 at any
         one time outstanding."

               2.03. Amendment to Holdings Guaranty and Pledge Agreement.
Clauses (b) and (e) of Article V of the Holdings Guaranty and Pledge Agreement
shall be amended in their entirety to read as follows:

               "(b) acquire any property, other than Investments in equity
         securities in the Borrower and cash and cash equivalents, and other
         than Investments in Special Acquisition Subsidiaries and, for purposes
         hereof, "Special Acquisition Subsidiaries" shall mean any entity formed
         by Holdings that is a Wholly Owned Subsidiary of Holdings but not a
         Subsidiary of the Borrower, and that is formed for the sole purpose of
         affecting a tax free acquisition of another corporation (the "Target")
         under Section 368(a)(1)(A) and 368(a)(2)(E) of the Code, in which
         Holdings invests not more than $1,000 in cash at any one time and which
         Wholly Owned Subsidiary is contributed to the Borrower (and, thereby
         becomes a Wholly Owned Subsidiary of the Borrower) within five Business
         Days after the consummation of the merger or other transactions
         resulting in the acquisition of the Target;

               (c) engage in any business or other activity other than the
         business of holding the shares of capital stock of the Borrower and
         (subject to the conditions set forth in clause (b) above, Special
         Acquisition Subsidiaries) and activities relating to Qualified Holdings
         Obligations, or"

               Section 3. Miscellaneous. Except as expressly herein provided,
the Credit Agreement and the Holdings Guaranty and Pledge Agreement shall remain
unchanged and in full force and affect. This Amendment No. 1 may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment No. 1 by signing any such counterpart. This Amendment No. 1 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. 1 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 A. Istre             By   /s/ Keith A. Istre
  -----------------------------         -----------------------------------
  Title:                                Title:

                                 Amendment No. 1
   1
                                                                   EXHIBIT 10.28
                                                                [Execution copy]

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT
                        AND GUARANTY AND PLEDGE AGREEMENT

                  AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY AND PLEDGE
AGREEMENT dated as of January 30, 2001 in respect of (i) 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 The Chase Manhattan Bank, as
Administrative Agent (in such capacity, the "Administrative Agent"), and (ii)
the Guaranty and Pledge Agreement dated as of September 15, 1999 (the "Holdings
Guaranty and Pledge Agreement") between Lamar Advertising Company ("Holdings")
and the Administrative Agent.

                  The Borrower and Holdings have requested that the
Administrative Agent consent to certain amendments to the Credit Agreement and
the Holdings Guaranty and Pledge 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
amendments 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, the Credit Agreement
and the Holdings Guaranty and Pledge Agreement shall be amended as follows:

                  Section 2.01. General. References in the Credit Agreement and
the Holdings Guaranty and Pledge Agreement, respectively (including references
to the Credit Agreement and Holdings and Guaranty and Pledge Agreement as
amended hereby) to "this Agreement" (and indirect references such as
"hereunder", "hereby", "herein" and "hereof") shall be deemed to be references
to the Credit Agreement and the Holdings Guaranty and Pledge Agreement,
respectively, as amended hereby.

                  Section 2.02. Amendment to Credit Agreement - Definitions.
Section 1.01 of the Credit Agreement shall be amended by amending in their
entirety the following definitions, as follows:

                  "Debt Service" means, for any period, the sum, for the
         Borrower and its Restricted Subsidiaries (determined on a consolidated
         basis without duplication in accordance with GAAP), of the following:
         (a) the amount, if any, by which the aggregate principal amount of
         Revolving Credit Loans outstanding hereunder at the beginning of such
         period shall exceed the aggregate amount of the Revolving

                                 Amendment No. 2

   2
                                      -2-

         Credit Commitments scheduled to be in effect at the end of such period
         after giving effect to any reductions of such Commitments scheduled to
         occur during such period pursuant to Section 2.07 plus (b) all
         regularly scheduled payments or regularly scheduled mandatory
         prepayments of principal of any other Indebtedness (including the
         Tranche A Term Loans, the Tranche B Term Loans and the Incremental
         Loans and the principal component of any payments in respect of Capital
         Lease Obligations, but excluding any prepayments pursuant to Section
         2.09) made during such period plus (c) all Interest Expense for such
         period.

                  "Fixed Charges Ratio" means, as at any date, the ratio of (a)
         EBITDA for the period of four consecutive fiscal quarters ending on or
         most recently ended prior to such date to (b) the sum for the Borrower
         and its Restricted Subsidiaries (determined on a consolidated basis
         without duplication in accordance with GAAP), of the following: (i) all
         Debt Service for such period plus (ii) the aggregate amount of all
         Capital Expenditures made during such period plus (iii) the aggregate
         amount paid, or required to be paid, in cash in respect of income,
         franchise, real estate and other like taxes for such period (to the
         extent not deducted in determining EBITDA for such period) plus (iv)
         all Dividend Payments made to Holdings during such period not included
         in Interest Expense.

                  "Incremental Loan Commitment" means, with respect to each
         Lender, the amount of the offer of such Lender to make Incremental
         Loans of any Series that is accepted by the Borrower in accordance with
         the provisions of Section 2.01(d), as such amount may be (a) reduced
         from time to time pursuant to Sections 2.07 and 2.09 and (b) reduced or
         increased from time to time pursuant to assignments by or to such
         Lender pursuant to Section 10.04. The aggregate amount of the
         Incremental Loan Commitments of all Series shall not exceed
         $1,000,000,000.

                  "Interest Expense" means, for any period, the sum, for the
         Borrower and its Restricted Subsidiaries (determined on a consolidated
         basis without duplication in accordance with GAAP), of the following:
         (a) all interest in respect of Indebtedness accrued or capitalized
         during such period (whether or not actually paid during such period)
         plus (b) the net amounts payable (or minus the net amounts receivable)
         under Hedging Agreements accrued during such period (whether or not
         actually paid or received during such period) including, without
         limitation, fees, but excluding reimbursement of legal fees and other
         similar transaction costs and excluding payments required by reason of
         the early termination of Hedging Agreements in effect on the date
         hereof plus (c) all fees, including letter of credit fees and expenses,
         incurred hereunder after the Effective Date plus (d) for any period,
         the aggregate amount of Dividend Payments made by the Borrower to
         Holdings to enable Holdings to make interest payments on Indebtedness
         of Holdings.

                  Notwithstanding the foregoing, if during any period for which
         Interest Expense is being determined the Borrower shall have
         consummated any Acquisition (including the Chancellor Acquisition) or
         Disposition then, for all

                                 Amendment No. 2

   3
                                      -3-

         purposes of this Agreement (other than for purposes of the definition
         of Excess Cash Flow), Interest Expense shall be determined on a pro
         forma basis as if such Acquisition or Disposition (and any Indebtedness
         incurred by the Borrower or any of its Restricted Subsidiaries in
         connection with such Acquisition or repaid as a result of such
         Disposition) had been made or consummated (and such Indebtedness
         incurred or repaid) on the first day of such period.

                  "Total Debt Ratio" means as at any date, the ratio of (a) all
         Indebtedness of the Borrower and its Restricted Subsidiaries
         (determined on a consolidated basis without duplication in accordance
         with GAAP) on such date and (for all purposes other than Section 7.09)
         all Indebtedness of Holdings to (b) EBITDA for the period of four
         consecutive fiscal quarters ending on or most recently ended prior to
         such date.

                  Section 2.03. Amendment to Credit Agreement - Incremental Loan
Commitments. Clause (ii) of the first paragraph of Section 2.01(d) is hereby
amended to read in its entirety as follows:

                  "(ii) the aggregate principal amount of all Incremental Loan
         Commitments and Incremental Loans shall not exceed $1,000,000,000."

                  Section 2.04. Amendment to Credit Agreement - Dividend
Payments. Section 7.06(ii) is hereby amended to read in its entirety as follows:

                  "(ii) the aggregate amount of Dividend Payments made during
         any fiscal year shall not exceed the greater of (A) $500,000 and (B)
         the lesser of (x) 50% of Excess Cash Flow for the immediately preceding
         fiscal year and (y) $20,000,000; provided that, to the extent not
         permitted by the foregoing, the Borrower may make Dividend Payments to
         Holdings in the amounts and at the times necessary to make scheduled
         payments of interest on Indebtedness of Holdings."

                  Section 2.05. Amendment to Holdings Guaranty and Pledge
Agreement. Clauses (d), (e) and (f) of Article V of the Holdings Guaranty and
Pledge Agreement shall be amended in their entirety to read as follows:

                  "(d) create, incur, or suffer to exist any Indebtedness, other
         than in respect of the Credit Agreement, the Senior Notes, or
         additional Indebtedness so long as (i) the terms of such additional
         Indebtedness are not more restrictive upon the Borrower or any of its
         Subsidiaries than the restrictions set forth in the Borrower's
         presently-outstanding 9-5/8% Senior Subordinated Notes due 2006 (and
         such additional Indebtedness in any event permits the restrictions
         contained in the Credit Agreement upon Dividend Payments, the making of
         loans and advances to Holdings and its other Subsidiaries, and upon
         transfers of assets to Holdings and its other Subsidiaries) and (ii)
         such additional Indebtedness matures not earlier than the Senior Notes;

                                 Amendment No. 2

   4
                                      -4-

                  (e) engage in any business or other activity other than the
         business of (i) holding the shares of capital stock of the Borrower and
         activities relating to Qualified Holdings Obligations and (ii) holding
         shares of, or other equity interests in, other Subsidiaries of Holdings
         and activities relating to obligations of the type described in the
         definition of "Qualified Holdings Obligations" but incurred with
         respect to such other Subsidiaries; or

                  (f) permit any of the provisions of Section 7.09(a), 7.09(c)
         or 7.09(d) of the Credit Agreement to be breached."

                  Section 3. Conditions. The amendments to the Credit Agreement
and the Holdings Guaranty and Pledge Agreement set forth in Section 2 hereof
shall become effective, as of the date hereof, upon (i) the execution of this
Amendment No. 2 by the Borrower and the Administrative Agent and (ii) the
payment to each Lender that authorizes the Administrative Agent to execute this
Amendment No. 2 not later than 5 p.m. New York time on January 30, 2001, of an
amendment fee in an amount equal to 1/20 of 1% of the sum of (x) the Revolving
Credit Commitment of such Lender on such date plus (y) the aggregate outstanding
principal amount of the Term Loans of such Lender on such date plus (z) the
aggregate outstanding principal amount of the Incremental Loans of such Lender
on such date.

                  Section 4. Miscellaneous. Except as expressly herein provided,
the Credit Agreement and the Holdings Guaranty and Pledge Agreement shall remain
unchanged and in full force and effect. This Amendment No. 2 may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment No. 2 by signing any such counterpart. This Amendment No. 2 shall be
governed by, and construed in accordance with, the law of the State of New York.

                                 Amendment No. 2

   5
                                      -5-

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 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:                                       Title:

                              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.
                                    LAMAR OCI SOUTH CORPORATION
                                    LAMAR ADVERTISING OF KENTUCKY, INC.
                                    LAMAR FLORIDA, INC.

                                 Amendment No. 2

   6
                                      -6-

                                    LAMAR ADVERTISING OF IOWA, INC.
                                    LAMAR ADVAN, INC.
                                    LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
                                    SUPERIOR OUTDOOR ADVERTISING, INC.
                                    CUSTOM LEASING & REALTY, INC.
                                    ARKANSAS OUTDOOR ADVERTISING CO., INC.
                                    LAMAR CENTRAL OUTDOOR, INC., formally 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., and
                                      Scenic Marketing & Consulting, Inc.
                                    LAMAR ADVANTAGE HOLDING COMPANY
                                    LAMAR EMBER, INC.
                                    LAMAR KYO, INC.
                                    LAMAR OHIO OUTDOOR HOLDING CORP.
                                    LAMAR BENCHES, INC.
                                    LAMAR I-40 WEST, INC.
                                    LAMAR ADVERTISING OF OKLAHOMA, INC.
                                    LAMAR WRIGHT POSTER CORP.
                                    LAMAR OKLAHOMA HOLDING COMPANY, INC.
                                    HARDIN DEVELOPMENT CORPORATION
                                    PARSONS DEVELOPMENT COMPANY
                                    REVOLUTION OUTDOOR ADVERTISING,
                                      INC.

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

                                    MISSOURI LOGOS, LLC, formally known
                                      as Lamar Missouri, LLC and
                                      successor to Missouri Logos, Inc.
                                    KENTUCKY LOGOS, LLC, formally known
                                      as Lamar Kentucky, LLC and
                                      successor to Kentucky Logos, Inc.

                                 Amendment No. 2

   7
                                      -7-

                                    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., formally known as
                                      Georgia Logos, Inc.
                                    VIRGINIA LOGOS, LLC, successor to Virginia
                                      Logos, Inc.

                                    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.

                                    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 MACON, L.L.C.,
                                      successor to Outdoor West, Inc. of
                                      Tennessee and Outdoor West, Inc. of
                                      Georgia
                                    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.

                                 Amendment No. 2

   8
                                      -8-

                                    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

                                    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. and The Lamar
                                      Corporation

                                    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. and Lamar
                                      Advertising of West Virginia, 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. 2

   9
                                      -9-

                                    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.
                                    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

                                    TRIUMPH OUTDOOR HOLDINGS, LLC
                                    LAMAR ADVANTAGE GP COMPANY, LLC
                                    LAMAR ADVANTAGE LP COMPANY, 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. 2

   10
                                      -10-

                                    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., formally 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. 2

   11
                                      -11-

                                    Able Outdoor, Inc.
                                    Outdoor Marketing Systems, Inc.

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

                                    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. 2

   12
                                      -12-

                              ADMINISTRATIVE AGENT

                                    THE CHASE MANHATTAN BANK,
                                      as Administrative Agent

                                    By  /s/ William E. Rottino
                                      ------------------------------------------
                                      Title: Vice President

                                 Amendment No. 2

   1
                                                                   EXHIBIT 10.33

                                JOINDER AGREEMENT

         JOINDER AGREEMENT dated as of December 31, 2000, by the undersigned,
(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:

         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 "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:

   2

                  (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
   3

         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.

                                        TEXAS LOGOS, L.P.
                                        a Texas Limited Partnership

                                        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

Attested:

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

Accepted and agreed:

THE CHASE MANHATTAN BANK,
as Administrative Agent

By: /s/ William E. Rottino
   ---------------------------------------
Title: Vice President

                                       3
   4

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.

Oklahoma Logos, L.L.C., Issuee of the General Partnership interest of Texas
Logos, L.P.

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

By: Lamar Media Corp.,
Its: Managing member

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

Interstate Logos, L.L.C., Issuee of the Limited Partnership interest of Texas
Logos, L.P.

By: Lamar Media Corp.,
Its: Managing member

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

                                       4
   5

SUPPLEMENT TO ANNEX 1

                                                 APPENDIX A TO JOINDER AGREEMENT

PLEDGOR OWNERSHIP                  ISSUER                    NO. SHARES      CERT. NO.      %
- -----------------                  ------                    ----------      ---------     ---

Interstate Logos, L.L.C.           Texas Logos, L.P.         N/A             2LP           99%
Oklahoma Logos, L.L.C.             Texas Logos, L.P.         N/A             1GP            1%

                                       5

   1
                                                                    EXHIBIT 11.1

                   Lamar Advertising Company and Subsidiaries
                   Earnings Per Share Computation Information

                  Years ended December 31, 2000, 1999 and 1998

                                                         Year Ended         Year Ended         Year Ended
                                                        December 31,       December 31,       December 31,
                                                            2000               1999               1998
                                                        ------------       ------------       ------------
                                                                                     
Net loss applicable
  to common stock                                       $(94,470,000)      $(44,900,000)      $(12,255,000)
                                                        ============       ============       ============

Weighted average common shares outstanding                91,164,884         69,115,764         51,361,522
Shares issuable upon exercise of stock
 options                                                          --                 --                 --
Incremental shares from convertible debt                          --                 --                 --
                                                        ------------       ------------       ------------
Weighted average common shares and common
 equivalents outstanding                                  91,164,884         69,115,764         51,361,522
                                                        ============       ============       ============

Net loss per common share
 basic and diluted                                      $      (1.04)      $      (0.65)      $      (0.24)
                                                        ============       ============       ============

The above earnings per share (EPS) calculations are submitted in accordance with
Statement of Financial Accounting Standards No. 128. An EPS calculation in
accordance with Regulation S-K item 601 (b) (11) is not shown above for the
years ended December 31, 2000, 1999 and 1998 because it produces an antidilutive
result. The following information is disclosed for purposes of calculating
antidilutive EPS for that period.

                                                         Year Ended         Year Ended         Year Ended
                                                        December 31,       December 31,       December 31,
                                                            2000               1999               1998
                                                        ------------       ------------       ------------
                                                                                     
Net loss applicable
  to common stock                                       $(94,470,000)      $(44,900,000)      $(12,255,000)

Income impact of assumed conversions                       9,207,188          3,581,974                 --
                                                        ------------       ------------       ------------

Loss available to common
 shareholders + assumed conversion                       (85,262,812)       (41,318,026)       (12,255,000)
                                                        ============       ============       ============

Weighted average common shares outstanding                91,164,884         69,115,764         51,361,522
Shares issuable upon exercise of stock
 options                                                     591,498            599,363            505,558
Incremental shares from convertible debt                   6,216,210          2,418,361                 --
                                                        ------------       ------------       ------------

Weighted average common shares plus
 dilutive potential common shares                         97,972,592         72,133,488         51,867,080
                                                        ============       ============       ============

Net loss per common share -
 diluted                                                $      (0.87)      $      (0.57)      $      (0.24)
                                                        ============       ============       ============

   1
                                                                    EXHIBIT 21.1

                    Subsidiaries of Lamar Advertising Company

 EXACT NAME OF REGISTRANT                                               STATE OR OTHER JURISDICTION OF
AS SPECIFIED IN ITS CHARTER                                             INCORPORATION OR ORGANIZATION
- ---------------------------                                             -----------------------------
                                                                    
Lamar Media Corp.                                                                 Delaware
American Signs, Inc.                                                             Washington
Canadian TODS Limited                                                        Nova Scotia, Canada
Colorado Logos, Inc.                                                              Colorado
Delaware Logos, L.L.C.                                                            Delaware
Florida Logos, Inc.                                                                Florida
Hardin Development Corporation                                                     Florida
Kansas Logos, Inc.                                                                 Kansas
Kentucky Logos, LLC                                                               Kentucky
Lamar Advertising of Colorado Springs, Inc.                                       Colorado
Lamar Advertising of Kentucky, Inc.                                               Kentucky
Lamar Advertising of Michigan, Inc.                                               Michigan
Lamar Advertising of South Dakota, Inc.                                         South Dakota
Lamar Advertising of Youngstown, Inc.                                             Delaware
Lamar Air, L.L.C.                                                                 Louisiana
Lamar Electrical, Inc.                                                            Louisiana
Lamar OCI North Corporation                                                       Delaware
Lamar OCI South Corporation                                                      Mississippi
Lamar Pensacola Transit, Inc.                                                      Florida
Lamar Tennessee, L.L.C.                                                           Tennessee
Lamar Texas General Partner, Inc.                                                 Louisiana
Lamar Texas Limited Partnership                                                     Texas
Michigan Logos, Inc.                                                              Michigan
Minnesota Logos, Inc.                                                             Minnesota
Missouri Logos, LLC                                                               Missouri
Nebraska Logos, Inc.                                                              Nebraska
Nevada Logos, Inc.                                                                 Nevada
New Mexico Logos, Inc.                                                           New Mexico
Ohio Logos, Inc.                                                                    Ohio
Outdoor Promotions West, LLC                                                      Delaware
Parsons Development Company                                                        Florida
Revolution Outdoor Advertising, Inc.                                               Florida
South Carolina Logos, Inc.                                                     South Carolina
Tennessee Logos, Inc.                                                             Tennessee
Texas Logos, L.P.                                                                   Texas
TLC Properties II, Inc.                                                             Texas
TLC Properties, Inc.                                                              Louisiana
TLC Properties, L.L.C.                                                            Louisiana
Transit America Las Vegas, L.L.C.                                                 Delaware
Triumph Outdoor Holdings, LLC                                                     Delaware
Triumph Outdoor Louisiana, LLC                                                    Delaware
Triumph Outdoor Rhode Island, LLC                                                 Delaware
Utah Logos, Inc.                                                                    Utah

   2

 EXACT NAME OF REGISTRANT                                               STATE OR OTHER JURISDICTION OF
AS SPECIFIED IN ITS CHARTER                                             INCORPORATION OR ORGANIZATION
- ---------------------------                                             -----------------------------
                                                                    
Virginia Logos, LLC                                                               Virginia
The Lamar Company, L.L.C.                                                         Louisiana
Lamar Advertising of Penn, LLC                                                    Delaware
Lamar Advertising of Louisiana, L.L.C.                                            Louisiana
Lamar Florida, Inc.                                                                Florida
Lamar Advan, Inc.                                                               Pennsylvania
Lamar Advertising of Iowa, Inc.                                                     Iowa
Lamar T.T.R., L.L.C.                                                               Arizona
Lamar Advertising of Macon, L.L.C.                                                Louisiana
Lamar Central Outdoor, Inc.                                                       Delaware
Lamar Advantage GP Company, LLC                                                   Delaware
Lamar Advantage LP Company, LLC                                                   Delaware
Lamar Advantage Outdoor Company, L.P.                                             Delaware
Lamar Advantage Holding Company                                                   Delaware
Lamar Ember, Inc.                                                                   Texas
Lamar Oklahoma Holding Company, Inc.                                              Oklahoma
Lamar Advertising of Oklahoma, Inc.                                               Oklahoma
Lamar Benches, Inc.                                                               Oklahoma
Lamar I-40 West, Inc.                                                             Oklahoma
Georgia Logos, L.L.C.                                                              Georgia
Mississippi Logos, L.L.C.                                                        Mississippi
New Jersey Logos, L.L.C.                                                         New Jersey
Oklahoma Logos, L.L.C.                                                            Oklahoma
Interstate Logos, L.L.C.                                                          Louisiana
LC Billboard L.L.C.                                                               Delaware
Lamar KYO, Inc.                                                                  Mississippi
Lamar Ohio Outdoor Holding Corp.                                                    Ohio
Lamar Wright Poster Corp.                                                       Pennsylvania
Superior Outdoor Advertising, Inc.                                                Arkansas
Custom Leasing & Realty, Inc.                                                     Arkansas
Arkansas Outdoor Advertising Co., Inc.                                            Arkansas
Able Outdoor, Inc.                                                             North Carolina
Outdoor Marketing Systems, Inc.                                                 Pennsylvania
Outdoor Marketing Systems, LLC                                                  Pennsylvania
Lamar Advertising Southwest, Inc.                                                  Nevada
Lamar G & H Outdoor Advertising, L.L.C.                                           Oklahoma
Lamar Hardy Outdoor Advertising, Inc.                                             Louisiana
Bellows Outdoor Advertising, Inc.                                                 Nebraska

   1
                                                                    EXHIBIT 23.1

                         INDEPENDENT AUDITORS' REPORT ON
                    FINANCIAL STATEMENT SCHEDULES AND CONSENT

The Board of Directors
Lamar Advertising Company:

The audits referred to in our reports dated February 2, 2001, included the
related financial statement schedules of (a) Lamar Advertising Company and
subsidiaries, and (b) Lamar Media Corp. and subsidiaries for each of the years
in the three-year period ended December 31, 2000. These financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statement schedules based on our
audits. In our opinion, such financial statement schedules of (a) Lamar
Advertising Company and subsidiaries, and (b) Lamar Media Corp. and
subsidiaries, when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

We consent to incorporation by reference in the Registration Statements of Lamar
Advertising Company on Form S-8 (Nos. 333-10337, 333-79571, 333-37858 and
333-34840), the Registration Statements on Form S-3 (Nos. 333-52851, 333-66059,
333-71929, 333-48288 and 333-45490), and the Registration Statements on Form S-4
(No. 333-48266) of our reports dated February 2, 2001, relating to (a) the
consolidated balance sheets of Lamar Advertising Company and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, comprehensive income, shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2000, and (b) the
consolidated balance sheets of Lamar Media Corp. and subsidiaries as of December
31, 2000 and 1999, and the related consolidated statements of operations,
comprehensive income, shareholder's equity, and cash flows for each of the years
in the three-year period ended December 31, 2000, which reports appear in the
December 31, 2000, annual report on Form 10-K of Lamar Advertising Company.

Our reports refer to a change in the method of accounting for costs of start-up
activities.

                                                              KPMG LLP

New Orleans, Louisiana
March 22, 2001