SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                DECEMBER 13, 2002

                                LAMAR MEDIA CORP.
             (Exact name of registrant as specified in its charter)

                                                       
        DELAWARE                     0-20833                    72-1205791
(State or other jurisdiction     (Commission File              (IRS Employer
       of incorporation)             Number)                 Identification No.)

             5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
              (Address of principal executive offices and zip code)

                                 (225) 926-1000
              (Registrant's telephone number, including area code)

                                  CO-REGISTRANT

 Exact name of registrant as specified in      State or other jurisdiction of                  IRS Employer
               its charter                              incorporation                        Identification No.
               -----------                              -------------                        ------------------
                                                                                       
        LAMAR ADVERTISING COMPANY                         DELAWARE                              72-1449411

ITEM 5. OTHER EVENTS.

      Lamar Media Corp. has announced that it intends to offer $260 million in
senior subordinated notes in a private placement, subject to market and other
conditions. The net proceeds of the offering will be used, together with
available cash, to redeem all of the outstanding $255 million principal amount
of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006.

      Filed herewith as Exhibit 99.1 is a copy of a press release that was
issued today describing the anticipated offering.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits.

          99.1   Press release issued by the registrant on December 13, 2002.

ITEM 9. REGULATION FD DISCLOSURE.

     In connection with the offering referenced in Item 5 above, the Company is
informing investors that it is in the process of replacing its existing bank
credit facility. It is expected that the new bank credit facility will be
comprised of a $300 million revolving bank credit facility and a $1 billion
term facility and will be completed in the early part of 2003.

                                       2

                                   SIGNATURES

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

Date:  December 13, 2002                       LAMAR ADVERTISING COMPANY

                                               By: /s/ Keith Istre
                                                   -----------------------------
                                                   Keith Istre
                                                   Chief Financial Officer

Date:  December 13, 2002                       LAMAR MEDIA CORP.

                                               By: /s/ Keith Istre
                                                   -----------------------------
                                                   Keith Istre
                                                   Chief Financial Officer

                                       3

                                LAMAR MEDIA CORP.
                            5551 CORPORATE BOULEVARD
                              BATON ROUGE, LA 70808

      LAMAR MEDIA CORP. TO OFFER $260 MILLION IN SENIOR SUBORDINATED NOTES

Baton Rouge, LA - Friday, December 13, 2002 - Lamar Media Corp., a wholly-owned
subsidiary of Lamar Advertising Company (NASDAQ: LAMR), today announced that it
intends to offer $260 million in senior subordinated notes in a private
placement, subject to market and other conditions. The net proceeds of the
offering will be used, together with available cash, to redeem all of the
outstanding $255 million principal amount of Lamar Media's 9 5/8% Senior
Subordinated Notes due 2006.

This announcement is neither an offer to sell nor a solicitation to buy any of
the notes.

The notes have not been registered under the Securities Act of 1933, as amended,
or any state securities laws, are being offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act and outside of the
United States in accordance with Regulation S under the Securities Act. Unless
so registered, the notes may not be sold in the United States except pursuant to
an exemption from the registration requirements of the Securities Act and
applicable state securities laws.

This press release contains forward-looking statements regarding Lamar Media's
ability to complete the offering and redeem its 9 5/8% Senior Subordinated Notes
due 2006. These forward-looking statements involve a number of risks and
uncertainties. Among important factors that could cause actual results to differ
materially from those indicated in such forward-looking statements are
uncertainties relating to market conditions for corporate debt securities in
general and our notes in particular.